Gilde Buy Out Partners plans to delist TMC Group for €69.2 million, it said in a statement.
The Benelux private equity firm has reached a conditional agreement to pay €18.75 per share in cash for the Dutch employment business, which has been listed on the NYSE Alternext Euronext Amsterdam stock exchange since 2006. The offer represents a premium of 25 percent on the closing price of TMC’s share price last Friday and a premium of 47 percent based on the average closing price over the last 12 months.
TMC’s board of directors unanimously recommended the offer to the company’s shareholders. The majority of TMC’s shareholders have also agreed with the planned bid, representing approximately 81 percent of the issued share capital. It is part of the conditional agreement that 95 percent of the company’s shares will be tendered, Nikolai Pronk, a managing director, told Private Equity International. The firm will endorse the current management team and sit on the board, Pronk added.
We see opportunities to support TMC and help them expand to neighbouring countries like Germany and Belgium
Gilde Buy Out Partners seeks to accelerate TMC’s growth strategy, both through organic growth and add-on acquisitions, Pronk said. “TMC is currently operating in the Eindhoven area and serving technology businesses that are based there, but it would like to grow in other regions. We see opportunities to support TMC with this and help them expand to neighbouring countries like Germany and Belgium,” he said.
Gilde Buy Out Partners intends to make an official offer in the middle of November which will then need to be approved by the Netherlands Competition Authority (NMA). If a third party puts in an all-cash bid, it needs to be 10 percent higher than the original bid and Gilde Buy Out Partners will be given the opportunity to revise its offer.
Pronk said some debt will be used to finance the intended transaction, but declined to comment on the debt-equity split. The firm would make the investment from its fourth fund, an €800 million 2010-vintage. It would be the firm’s first transaction of the year and the fifth transaction from this fund.
In 2011, Gilde Buy Out Partners used this fund to invest in holiday maker Roompot and frozen food business Eismann. It also invested in Spandex, a distributor of sign making material, and Teleplan International, a provider of after-sales services for electronic equipment.