Fintech PR
Statement regarding revised possible cash offer from ABC Technologies Inc. and extension of Rule 2.6 deadline
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 ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
LONDON, Oct. 12, 2024 /PRNewswire/ — On 14 September 2024, the Board of TI Fluid Systems confirmed that it had received, and rejected, a highly preliminary and non-binding all-cash proposal from ABC Technologies Inc. (“ABC Technologies”), a company majority-owned by investment funds managed by Apollo Management IX, L.P., to acquire TI Fluid Systems at a price of 176 pence per share. This followed a previous proposal at 165 pence per share.
ABC Technologies subsequently submitted further all-cash proposals to acquire TI Fluid Systems at prices of 188 and 195 pence per share, both of which were rejected by the Board. Following limited access to management, on 10 October 2024, ABC Technologies submitted its fifth all-cash proposal to acquire TI Fluid Systems at a price of 200 pence per share, subject to the satisfaction or waiver of a number of pre-conditions, including completion of satisfactory due diligence and the agreement of definitive transaction documentation (the “Proposal”).
The Proposal represents a premium of approximately:
- 51.9% to the volume weighted average price of 131.7 pence for the 90-day period to 13 September 2024, being the last business day prior to the commencement of the offer period;
- 53.4% to the closing price of 130.4 pence on 21 August 2024, being the last business day prior to ABC Technologies submitting its first proposal to the TI Fluid Systems Board; and
- 37.2% to the closing price of 145.8 pence on 13 September 2024, being the last business day prior to the commencement of the offer period.
The Company remains confident in its strategy. However, having considered the Proposal and having consulted with its financial and legal advisers, the Board has confirmed to ABC Technologies that, should a firm offer be made pursuant to Rule 2.7 of the Code on the same financial terms as the Proposal, it would be minded to recommend it to shareholders.
In order to allow ABC Technologies to conclude due diligence, finalise financing and for the negotiation of definitive transaction documentation, ABC Technologies has requested, and the Board of TI Fluid Systems and the Panel on Takeovers and Mergers (the “Takeover Panel”) have consented to, an extension of the “Put Up or Shut Up” deadline.
Consequently, in accordance with Rule 2.6(c) of the Code, ABC Technologies is now required, by not later than 5.00 p.m. (London time) on 8 November 2024 to either announce a firm intention to make an offer for TI Fluid Systems in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended by the Board of TI Fluid Systems, with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.
There can be no certainty that a firm offer will ultimately be made for TI Fluid Systems by ABC Technologies. A further announcement will be made as and when appropriate.
This announcement has been made with the consent of ABC Technologies.
In accordance with Rule 2.5(a) of the Code, ABC Technologies reserves the following rights:
a) to introduce other forms of consideration and/or to vary the composition of the consideration;
b) to make an offer for TI Fluid Systems at a lower value or on less favourable terms than those described in this announcement:
i) with the recommendation or consent of the Board of TI Fluid Systems;
ii) if a third party announces a firm intention to make an offer for TI Fluid Systems on less favourable terms than the Proposal; and
iii) following the announcement by TI Fluid Systems of a “whitewash” proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Code); and
c) to reduce its offer by the amount of any dividend that is announced, declared, made or paid by TI Fluid Systems after the date of this announcement and prior to completion.
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 contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon publication of this announcement, this inside information will be considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is Janis Acosta.
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.
View original content:https://www.prnewswire.co.uk/news-releases/statement-regarding-revised-possible-cash-offer-from-abc-technologies-inc-and-extension-of-rule-2-6-deadline-302274506.html
Fintech PR
CoinDesk bolsters information services offering with strategic acquisition of CCData and CryptoCompare
NEW YORK and LONDON, Oct. 16, 2024 /PRNewswire/ — CoinDesk, one of the most trusted media, events, indices, and data companies for the global crypto economy, today announced that it has acquired CCData, a U.K. FCA-regulated benchmark administrator and one of the leading providers of digital asset data and index solutions, including its trusted retail site, CryptoCompare, which serves over 300,000 active users. The acquisition significantly scales CoinDesk’s information services and data products, while offering enhanced cross-sell opportunities to CCData and CryptoCompare’s extensive number of institutional and retail clients.
For over a decade, CCData has been providing its institutional-grade data solutions, digital asset index suite, and award-winning research to government, institutional, and retail clients navigating the digital asset ecosystem. The acquisition of CCData’s robust data platform and retail platform CryptoCompare further strengthens CoinDesk’s data offerings, immediately increases subscription revenues, and complements the existing suite of solutions offered by CoinDesk Indices and CoinDesk Media.
“Over the past ten years, CCData has become one of the most respected and reliable data platforms for digital assets, earning the trust of numerous users seeking to understand and leverage their potential,” said Sara Stratoberdha, CoinDesk CEO. “We are thrilled to begin integrating CCData’s high-quality, robust, and trusted data platform and retail suite across CoinDesk’s existing products and services to unlock greater opportunities for our customers.”
“We are incredibly excited to join forces with CoinDesk as we embark on the next chapter of CCData’s journey,” said Charles Hayter, CEO and Co-Founder of CCData. “CoinDesk is an integral pillar of the digital asset sector, from its award-winning journalism to flourishing index business. I am deeply proud of what CCData and CryptoCompare have accomplished over the past decade, and with CoinDesk as our partner, I’m confident that we will continue to build a legacy that supports and empowers our clients and the broader crypto industry.”
CoinDesk business update
Since 2014, CoinDesk Indices has been at the forefront of the digital asset revolution, empowering investors globally with tens of billions of dollars in benchmarked assets. Flagships such as the CoinDesk Bitcoin Price Index (XBX) and the CoinDesk 20 Index set the industry standard for measuring, trading, and investing in digital assets. Since launching in January 2024, the CoinDesk 20 perpetual futures contract has attracted substantial institutional interest, driving a trading volume of over $8 billion.
CoinDesk Media provides news, analysis and real-time insights on digital assets and blockchain technology and holds large-scale conferences for industry professionals. CoinDesk Media’s products and services reached an estimated audience of 45.5 million people during the first half of 2024. The Consensus conference, one of the world’s largest and longest-running digital asset events, attracted over 15,000 registrations in 2024. Consensus Hong Kong and Consensus Toronto will take place on February 18-20 and May 14-16 in 2025, respectively.
Advisor
Morgan, Lewis & Bockius LLP served as legal advisor to CoinDesk on the transaction.
Media contacts
CoinDesk
CCData
About CCData
CCData is an FCA-regulated benchmark administrator and global leader in digital asset data, providing institutional-grade digital asset data and settlement indices. By aggregating and analyzing tick data from globally recognised exchanges and seamlessly integrating multiple datasets, CCData provides a comprehensive and granular overview of the market across trade, derivatives, order book, historical, social, and blockchain data.
To learn more about CCData, go to: www.ccdata.io.
About CoinDesk
CoinDesk is one of the most trusted media, events, indices, and data companies for the global crypto economy. CoinDesk Indices offers expertise in digital asset indices, data, and research to educate and empower investors. Since 2013, CoinDesk Media has led the story of the future of money and investing, illuminating the transformation in society and culture that comes with it. Our award-winning team of journalists delivers news and unparalleled insights that bring transparency, comprehension, and context. CoinDesk Events gathers the global crypto, blockchain, and Web3 communities at annual events such as Consensus, the world’s largest and longest-running crypto festival.
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View original content:https://www.prnewswire.co.uk/news-releases/coindesk-bolsters-information-services-offering-with-strategic-acquisition-of-ccdata-and-cryptocompare-302277699.html
Fintech PR
HGC Global Communications Launches Data Center Interconnect Clusters to Transform Connectivity Across Asia
HONG KONG, Oct. 16, 2024 /PRNewswire/ — HGC Global Communications Limited (HGC), a fully-fledged ICT service provider and network operator with extensive global coverage, is pleased to announce the launch of Data Center Interconnect (DCI) clusters in key mature and emerging data hubs across Asia. This strategic initiative aims to elevate exceptional in-country and inter-country connectivity, providing enterprise solutions specifically designed to meet the evolving demands of the globe digital landscape.
HGC as the Leading Operator in Establishing In-Country DCI Clusters Across Asia
HGC’s expertise in navigating the criteria shaping the digital transformation of emerging hubs in Southeast Asia has enabled the successful launch of DCI in key locations such as Malaysia, the Philippines and Thailand. Coupled with mature hubs in Hong Kong and Singapore, this initiative forms an extensive DCI infrastructure that connects major data centers across Asia. HGC fully manages well-established infrastructure and local expertise in each location within DCI cluster, ensuring low latency and a swift mean time to recovery (MTTR). With over 30 years of experience, the HGC team in Hong Kong headquarters will provide comprehensive support to regional operations while enhancing local services. The DCI clusters will be offered to our carriers partners, combining to their networks enhancing its strength and integration to their DCI infrastructure. By combining experienced headquarters support with local expertise, HGC is dedicated to further elevating and uplifting its service offerings.
Expanding Inter-Country Connectivity: HGC’s Unique Proposition in Regional DCI Clusters
Building on HGC’s In-Country DCI clusters, the company presents a unique proposition within the regional DCI landscape across Asia. This strategic advantage allows HGC to deliver diverse and flexible cross-country DCI services, facilitating seamless access for customers from Africa, Americas, Europe and the Middle East who are looking to enter the region.
With extensive experience in expanding international markets, HGC’s well-trained team excels at managing unexpected incidents. In such situations, HGC is equipped to provide alternative services for affected clients, utilizing its extensive global connections.
HGC’s Connectivity Solutions: Navigating the Digital Transformation
In response to increasing demand of AI and other emerging applications in the digital era, there is a heightened need for robust connectivity. Leveraging HGC’s strengths in both In-Country and inter-country presences, the company is ideally positioned to provide a variety of customized low-latency cross-border connectivity, ICT services, and cybersecurity solutions, all built on a robust regional DCI fabric. These connectivity services include Eyeball-as-a-Service, IP-related services, and AMS-IX – the internet exchange solution.
Ravindran Mahalingam, Senior Vice President, International Business of HGC said: “We are eager to showcase HGC’s DCI clusters which we believe will perfectly meet the digital transformation needs of enterprises. Our unique strengths in Asia, combined with our global reputation and network, position this solution to effectively address the challenges of shifting the emerging economies to modernize inclusively in the rapidly digitalising era.”
About HGC Global Communications Limited
HGC Global Communications Limited (HGC) is a leading Hong Kong and international telecom operator and ICT solution provider. The company owns an extensive network and infrastructure in Hong Kong and overseas and provides various kinds of services. HGC has 21 global offices and staff presence in 33 cities worldwide. It provides telecom infrastructure service to other operators and serves as a service provider to corporate and households. The company provides full-fledged telecom, data centre services, ICT solutions and broadband services for local, overseas, corporate, SME and mass markets. HGC owns and operates an extensive fibreoptic network, five cross-border telecom routes integrated into tier-one telecom operators in mainland China and connects with hundreds of world-class international telecom operators. The company is committed to further investing and enriching its current infrastructure and, in parallel, adding on top the latest technologies and developing its infrastructure services and solutions. In 2019, HGC Group completed the acquisition of Macroview Telecom Limited (Macroview), a leading digital technology solution and managed services provider. The addition of Macroview further accelerates HGC Group’s digital transformation path and positioning as a pioneering ICT and digital services leader. HGC is a portfolio company of I Squared Capital, an independent global infrastructure investment manager focusing on energy, utilities, transport, social infrastructure, digital infrastructure, and environmental infrastructure in North America, Europe, Latin America and Asia.
To learn more, please visit HGC’s website at: www.hgc.com.hk
View original content:https://www.prnewswire.co.uk/news-releases/hgc-global-communications-launches-data-center-interconnect-clusters-to-transform-connectivity-across-asia-302277733.html
Fintech PR
Nakheel awards AED 5 billion in contracts for luxury villa construction on Palm Jebel Ali
DUBAI, UAE, Oct. 16, 2024 /PRNewswire/ — Nakheel, a member of Dubai Holding’s pioneering real estate arm Dubai Holding Real Estate, has awarded three major contracts, collectively valued at more than AED 5 billion, for the construction of exclusive ultra-luxury villas on the first six fronds of Palm Jebel Ali, scheduled for completion by late 2026.
The contracts, awarded to Ginco General Contracting, Shapoorji Pallonji Mideast and United Engineering Construction Company (UNEC), mark a significant milestone in the ongoing development of this landmark waterfront destination in Dubai. The scope of work under the three contracts includes the construction of 723 luxurious Beach Collection and Coral Collection villas with exclusive beach frontage across six fronds in addition to the comprehensive development of world-class infrastructure and vibrant public spaces within the respective fronds on Palm Jebel Ali.
Palm Jebel Ali will set a new standard for waterfront living, and residents can look forward to a diverse selection of five- and six bedroom Beach Collection villas, numbering 539 in total, and 184 opulent Coral Collection villas boasting seven bedrooms, each meticulously crafted with a choice of eight distinct architectural styles for the Beach Collection villas and eight styles for the Coral Collection villas. The luxury villas feature expansive built-up areas ranging from 8,000 to 15,000 square feet. The construction of the waterfront residences will be complemented by the simultaneous development of a network of roads, seamlessly integrated utilities and verdant landscaping, all designed to elevate the community living experience for residents, families and visitors.
Khalid Al Malik, Chief Executive Officer of Dubai Holding Real Estate, said: “Palm Jebel Ali represents the pinnacle of waterfront living and reflects Dubai’s vision of growth and prosperity. It is set to contribute significantly to the emirate’s economic development, attracting investment and tourism for years to come. Partnering with Ginco General Contracting, Shapoorji Pallonji Mideast and UNEC on the prestigious Palm Jebel Ali project reflects our commitment to developing and delivering the highest standard of living experiences available in the market.”
Palm Jebel Ali’s seven islands span 13.4 kilometres, feature 16 fronds and over 90 kilometres of beachfront, which aligns with the Dubai 2040 Urban Master Plan’s goal of expanding public beach access.
For the video: Nakheel awards AED 5 billion in contracts for Palm Jebel Ali
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View original content:https://www.prnewswire.co.uk/news-releases/nakheel-awards-aed-5-billion-in-contracts-for-luxury-villa-construction-on-palm-jebel-ali-302277732.html
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