The bid by DWS Infrastructure to purchase Stagecoach in its entirety took a major step forward on 20 May after the DWS subsidiary Inframobility UK Bidco met the required level of shareholder acceptance. Its offer of 105p per share, which values Stagecoach at £595m, has thus become unconditional.
A National Express (NX) bid for Stagecoach lapsed almost immediately after DWS reached the milestone. NX’s withdrawal came only four days after it urged Stagecoach shareholders to ignore the DWS approach, describing NX’s offer as “a compelling opportunity” for them.
Stagecoach has welcomed the development. A spokesperson says: “We are pleased that shareholder acceptances have reached the required threshold to make the DWS Infrastructure bid unconditional. This is a positive step for our company, our people and wider stakeholders, and we see a bright future ahead for both Stagecoach and public transport as we move towards new ownership.”
Under its revised condition, DWS required a minimal acceptance level in respect of 50% plus one share of Stagecoach share capital. The deadline for that to be reached was 1300hrs on 21 May. However, as of 1630hrs the day before, DWS’s bid had obtained the green light from the holders of 65.99% of Stagecoach’s share capital.
Says DWS Head of Infrastructure Hamish Mackenzie: “We are delighted that our acceptance condition has been satisfied and our offer has now been declared unconditional. Our offer provides immediate value for Stagecoach shareholders and [it] paves the way for the Stagecoach team to deliver enhanced services for passengers and communities across the UK.”
The DWS offer remains open “until further notice” to Stagecoach shareholders that have not yet accepted it. If Inframobility UK Bidco acquires, or agrees to acquire, shares in respect of at least 75% of the voting rights of Stagecoach, it will apply for a cancellation of trading in Stagecoach shares on the London Stock Exchange (LSE) and a delisting.
Because of that, the purchaser has warned Stagecoach shareholders that have not yet accepted its offer that should the business be delisted from LSE, they may be unable to sell their shares and there would be no certainty of any future dividends being paid to them.
When Inframobility UK Bidco receives acceptance in respect of 90% of Stagecoach shares, it will exercise its right to compulsorily purchase the remainder, DWS has said.