Fintech PR
Response to possible offer announcement by ABC Technologies Inc. (“ABC Technologies”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY OFFER IF MADE
LONDON, Sept. 14, 2024 /PRNewswire/ — The Board of TI Fluid Systems notes the recent announcement by ABC Technologies Inc., a company majority-owned by investment funds managed by Apollo Management IX, L.P., regarding a possible offer for the Company.
The Board confirms that on 4 September 2024, it received a second unsolicited, highly preliminary and non-binding all-cash proposal from ABC Technologies to acquire TI Fluid Systems at a price of 176 pence per TI Fluid Systems share (the “Proposal”). This followed a previous proposal at 165 pence per TI Fluid Systems share.
The terms of the second proposal represent a premium of 20.7% to the closing share price of 145.8 pence on 13 September, prior to press speculation about a potential offer for the Company.
The Board of TI Fluid Systems considered the Proposal in detail with its advisers and unanimously concluded that it significantly undervalued TI Fluid Systems and its prospects, and accordingly the Proposal was rejected early last week.
The Board is confident in the strategy and prospects of the Company.
The Board strongly urges shareholders to take no action at this time. A further announcement will be made if and when appropriate.
In accordance with Rule 2.6(a) of the Code, ABC Technologies is required, by not later than 5.00 p.m. (London time) on 12 October 2024, either to announce a firm intention to make an offer for TI Fluid Systems in accordance with Rule 2.7 of the Code, or to announce that it does not intend to make an offer for TI Fluid Systems, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
This statement is being made by TI Fluid Systems without the consent of ABC Technologies.
Enquiries:
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TI Fluid Systems plc |
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Kellie McAvoy |
+44 (0) 7354 846 374 |
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Headland Consultancy |
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Matthew Denham |
+44 (0)7551 825 496 |
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Chloe Francklin |
+44 (0)7834 974 624 |
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Goldman Sachs (Joint Financial Adviser and Corporate Broker) |
+44 (0) 20 7774 1000 |
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Nimesh Khiroya |
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Axel Hoefer |
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Tom Hartley |
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Ben Duell |
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Peel Hunt LLP (Joint Financial Adviser and Corporate Broker) |
+44 (0) 20 7418 8900 |
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Mike Bell |
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Marc Jones |
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Pete Mackie |
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Sam Cann |
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Important information
Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for TI Fluid Systems and no one else in connection with the Proposal or any other matter referred to in this announcement and will not be responsible to anyone other than TI Fluid Systems for providing the protections offered to clients of Goldman Sachs or for providing advice in relation to the contents of this announcement or any matters referred to herein.
Peel Hunt LLP (“Peel Hunt”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint financial adviser and corporate broker to TI Fluid Systems and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than TI Fluid Systems for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this announcement, or otherwise.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.TIFluidSystems.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, the Company confirms that as at the close of business on 13 September 2024 its issued share capital consisted of 498,204,654 ordinary shares of £0.01 each.
The Ordinary Shares are voting shares (each such Ordinary Share carries one vote per Ordinary Share) and are admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number GB00BYQB9V88.
View original content:https://www.prnewswire.co.uk/news-releases/response-to-possible-offer-announcement-by-abc-technologies-inc-abc-technologies-302248407.html
Exclusive collaboration enhances wealth management services with cutting-edge data aggregation and performance reporting tools
NEW YORK, Sept. 19, 2024 /PRNewswire/ — Itaú Private, a leading provider of private banking services, has announced an exclusive partnership with Addepar, a global leader in technology and data solutions for investment professionals. This strategic collaboration grants Itaú Private exclusive access to Addepar’s comprehensive data aggregation and performance reporting platform in Brazil, enhancing the bank’s ability to deliver superior service and investment solutions to its advisors and clients.
Through this partnership, Itaú Private clients will gain access to powerful tools and detailed reports that provide insights into their global wealth—both onshore and offshore—including returns, transactions, historical data, and balances. These capabilities will enable a fully automated and personalized evaluation of each client’s unique financial interests and needs.
“The partnership with Addepar brings a new level of sophistication to the services we offer, allowing us to better align our solutions with each client’s distinct goals,” said Fernando Beyruti, Global Head of Itaú Private Bank. “This initiative also enables us to introduce an advisory model that evaluates clients’ total assets, deepening our relationships and reinforcing our commitment to client-centric services.”
Addepar serves a global client base, providing advanced financial technology solutions to investment professionals across more than 45 countries. The platform currently supports over $6 trillion in assets under management, offering robust data aggregation and performance reporting tools that empower clients to make better decisions and deliver more informed advice.
“We are excited to collaborate with a market leader like Itaú Private, enabling us to bring our advanced financial technology solutions to one of the most dynamic and innovative private banks in the world,” said Peter O’Brien, Global Head of Sales and Partnerships at Addepar. “Together, we are committed to empowering Itaú Private’s advisors with state-of-the-art tools that drive efficiency and deliver exceptional value to clients.”
About Addepar
Addepar is a global technology and data company that empowers investment professionals to deliver precise and informed guidance to their clients. Trusted by hundreds of thousands of users worldwide, Addepar’s platform aggregates portfolio, market, and client data for over $6 trillion in assets. The platform integrates with more than 100 software, data, and service partners, providing a comprehensive solution for a diverse range of firms and use cases. Addepar has a global presence, with offices in Silicon Valley, New York City, Salt Lake City, Chicago, London, Dublin, Edinburgh, and Pune.
About Itaú Private
Itaú Private is a market leader with approximately R$ 880 billion in allocated capital—R$660 billion onshore and R$162 billion offshore (as of March 2024)—and holds around 30% market share in its segment in Brazil, according to data from Anbima. With a team of around 800 employees, including 350 professionals across its international offices in the United States, Portugal, Switzerland, and the Bahamas. Miami is Itaú Private’s international hub that provides clients with wealth management and banking products and services, including portfolio management and personalized advice by experienced investment professionals. In Switzerland, the conglomerate has a bank, and in the Bahamas, a trust management company, which helps to serve clients who have to set up investment structures abroad.
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View original content:https://www.prnewswire.co.uk/news-releases/itau-private-partners-with-addepar-to-deliver-a-comprehensive-global-investment-solution-302252593.html
Kroll expands Relativity partnership to deliver advanced data-led insights for compliance, investigations and across the litigation lifecycle
NEW YORK, Sept. 19, 2024 /PRNewswire/ — Kroll, the leading independent provider of global risk and financial advisory solutions, announced today that it has become a Relativity Gold Provider Partner for delivering exceptional client service to its RelativityOne user base.
This recognition underscores Kroll’s commitment to leveraging the capabilities of RelativityOne, Relativity’s SaaS product that manages large volumes of data and quickly identifies key issues during litigation and internal investigations. Kroll’s integrated approach and proficient use of RelativityOne globally provides clients improved accuracy and efficiency on complex investigations and data breaches, and as part of the diligence process for large corporate transactions.
“Reaching the Relativity Gold Partner status demonstrates our commitment to enhancing the discovery market and underlines the quality of service that we offer our clients on highly sensitive critical matters at a global scale,” said Dave Rogers, Managing Director, Cyber Risk at Kroll. “As we continue to invest and upskill our team, our clients will benefit from even deeper expertise, insights and speed.”
A Relativity partner for over a decade with more than 40 Relativity certifications, Kroll notably achieved Contract Review and Cybersecurity competencies as part of its transition to Relativity Gold Provider Partner status.
The Relativity Gold Provider Partner tier is part of the Relativity Partner Program and recognizes organizations that have reached a high bar for experience, customer satisfaction, training and certifications. Provider Partners deliver tailored solutions to clients through partner-licensed deployment of Relativity software and support customers in their use of Relativity solutions.
“Kroll’s new status as a Relativity Gold Provider Partner is a clear reflection of their dedication to fulfilling the vast litigation, privacy and investigation needs of their clients,” said Laurie Usewicz, Chief Partner Officer at Relativity. “The Kroll team has earned this distinction for delivering high-quality, customized support through their use of Relativity solutions.”
For more information on Kroll’s Cyber Risk business, please click here.
About Kroll
As the leading independent provider of risk and financial advisory solutions, Kroll leverages our unique insights, data and technology to help clients stay ahead of complex demands. Kroll’s team of more than 6,500 professionals worldwide continues the firm’s nearly 100-year history of trusted expertise spanning risk, governance, transactions and valuation. Our advanced solutions and intelligence provide clients the foresight they need to create an enduring competitive advantage. At Kroll, our values define who we are and how we partner with clients and communities. Learn more at kroll.com.
About Relativity
Relativity makes software to help users organize data, discover the truth and act on it. Its SaaS product, RelativityOne, manages large volumes of data and quickly identifies key issues during litigation and internal investigations. Relativity has more than 300,000 users in approximately 40 countries serving thousands of organizations globally primarily in legal, financial services and government sectors, including the U.S. Department of Justice and 198 of the Am Law 200. Please contact Relativity at [email protected] or visit www.relativity.com for more information.
Logo – https://mma.prnewswire.com/media/478418/4919248/Kroll_Logo.jpg
View original content:https://www.prnewswire.co.uk/news-releases/kroll-becomes-relativity-gold-provider-partner-302253166.html
Fintech PR
The Official Opening of Nobu Bangkok at ‘EA’ Rooftop at The Empire, the Announcement of Nobu Residences Bangkok, and the Groundbreaking of The Plaza Athénée Nobu Hotel and Spa Bangkok Were Celebrated with a Special Sake Ceremony
NEW YORK, Sept. 19, 2024 /PRNewswire/ — Nobu Bangkok together with Thailand’s leading integrated lifestyle real-estate group Asset World Corporation (AWC), celebrated its grand opening with a sake ceremony, symbolizing good fortune and the beginning of this exciting new chapter. Located on the 57th and 58th floors and rooftop of The Empire at the heart of Bangkok’s CBD, Nobu Bangkok delivers an extraordinary dining experience, blending the luxurious aesthetics of Thai and Japanese design. Conceptualized by the world-renowned Rockwell Group, the restaurant’s design incorporates intricate carvings and golden hues inspired by Thai temples, juxtaposed with the minimalist elegance of Japanese design, creating a truly unique culinary setting
In an ongoing collaboration with Asset World Corporation, luxury lifestyle brand Nobu Hospitality is proud to announce its first service residential project in Thailand—Nobu Residences Bangkok. This exciting development follows the announcements of Nobu Hotel Bangkok and The Plaza Athénée Nobu Hotel and Spa Bangkok, as well as the official opening of Nobu Bangkok at The Empire. Together, these ventures reinforce Nobu’s expanding presence in the city. Nobu Residences Bangkok will feature 60 exclusive units, available as part of the hotel’s inventory, rather than for individual sale.
Strategically located near the Chao Phraya River, Nobu Residences Bangkok offers unparalleled access to the best the city has to offer. Available for both short and long-term stays, residents will enjoy world-class amenities, including 24/7 concierge service. Residents can also access the hotel’s premium facilities, such as the Nobu Restaurant, a rooftop bar lounge boasting panoramic views of Bangkok’s skyline, a state-of-the-art fitness center, and an exclusive residents’ lounge. The residences are designed with Nobu’s signature attention to detail, blending purposeful design with elevated living.
Adding to the significance of the day, a groundbreaking ceremony was held for The Plaza Athénée Nobu Hotel and Spa Bangkok at its future location, the East Asiatic Heritage Site. This iconic development will be situated in the historic East Asiatic Company (EAC) building, located on the banks of the Chao Phraya River in Bangkok. The building, dating back to 1884, was founded by Danish mariner and entrepreneur Captain Hans Niels Andersen. The Plaza Athénée Nobu Hotel and Spa Bangkok will be twinned with the Plaza Athénée Nobu Hotel & Spa New York, which is currently undergoing renovations to its 145 rooms. Located on 64th Street and Park Avenue in the Upper East Side, New York, this area is renowned for its proximity to Central Park, museums, consulates, and luxury shopping.
Wallapa Traisorat, CEO and President of Asset World Corporation (AWC) commented, “We really appreciate the friendship and partnership we share with the Nobu family and AWC. The celebration of the grand opening of Nobu Bangkok at ‘EA’ Rooftop at The Empire, the new landmark destination of Thailand, brings great happiness to both Thai and international guests to enjoy contemporary Japanese cuisine crafted by legendary Chef Nobu in a spectacular three-story venue, including the rooftop level with breathtaking views of Bangkok. It reinforces our commitment to making Bangkok a sustainable global destination for world-class food, beverage, and lifestyle experiences.
Additionally, AWC is thrilled to deepen our long-term partnership with Nobu Hospitality through the launch of Nobu Hotel Bangkok, the first Nobu hotel with a residential concept in Thailand. Located near the Chao Phraya River, this development offers guests unparalleled luxury, featuring world-class amenities and services. The groundbreaking ceremony for The Plaza Athénée Nobu Hotel and Spa Bangkok at the historic East Asiatic Company building also marks a momentous occasion in our shared journey to create iconic properties that redefine luxury living and enhance Bangkok’s reputation as a premier global destination.”
Trevor Horwell, CEO of Nobu Hospitality, commented, “We are thrilled to expand our partnership with Asset World Corporation and introduce Nobu Residences to Bangkok. With its prime location near the Chao Phraya River, this development offers residents an exceptional lifestyle experience in one of the world’s most dynamic cities. We are excited to operate all elements of the Nobu brand—residences, hotels, and restaurants—in this vibrant market.”
Photo – https://mma.prnewswire.com/media/2509889/NOBU_BANGKOK_SAKE_CEREMONY.jpg
Photo – https://mma.prnewswire.com/media/2509890/GROUNDBREAKING_BANGKOK.jpg
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