CD&R and Everest UK HoldCo Limited are set to acquire a majority stake in Exclusive Networks, a leading cybersecurity solutions company. The acquisition represents 66.7% of the share capital and voting rights, followed by a simplified mandatory tender offer for the remaining shares at €18.96 per share. The deal, representing a 34.4% premium on the undisturbed share price, has been unanimously approved by Exclusive Networks’ Board of Directors. The transaction, expected to close in Q1 2025, aims to support the business in private ownership.
- CD&R and Everest UK HoldCo Limited are forming a consortium to acquire a majority stake in Exclusive Networks, with a proposed acquisition of 66.7% of the share capital and voting rights, followed by a tender offer at €18.96 per share.
- The consortium, supported by Exclusive Networks’ founder, plans to keep the business in private ownership to enhance its cybersecurity solutions, offering a price of €24.25 per share, representing a 34.4% premium.
- Exclusive Networks’ Board of Directors has approved the transaction, subject to regulatory approvals, including an independent fairness opinion, with the aim to close the deal in Q1 2025.
A New Day for Exclusive Networks
In a recent press release, it was announced that CD&R and Everest UK HoldCo Limited, an entity controlled by the Permira funds, are set to acquire a substantial majority stake in Exclusive Networks, a renowned cybersecurity solutions company. This acquisition serves as a significant move in the cybersecurity sector, with the transaction expected to close in Q1 of 2025.
Acquiring a Majority Stake
The proposed acquisition will see the consortium, supported by Exclusive Networks’ founder, Olivier Breittmayer, purchasing a block of shares representing 66.7% of the share capital and theoretical voting rights of Exclusive Networks. This will be followed by a simplified mandatory tender offer for the remaining shares at a price of €18.96 per share. This move comes after an exceptional distribution of €5.29 per share, making the total per share a sum of €24.25. The price per share represents a 34.4% premium on the undisturbed share price as of 13 March 2024.
Supporting Growth in Private Ownership
The consortium, alongside Breittmayer, plans to support Exclusive Networks in private ownership, bolstering its position as a leading value-added cybersecurity solutions company. The Board of Directors of Exclusive Networks has set up an independent ad hoc committee and appointed Finexsi as an independent expert to ensure the fairness of the financial terms of the offer.
“Over the past decade, Exclusive Networks has grown to become one of the pre-eminent cybersecurity solutions businesses, building a platform to service both leading cybersecurity vendors and thousands of global partners and end-users. We see an opportunity to invest in the company’s services and digital capabilities to better serve Exclusive Networks’ community of vendors. We look forward to working with the consortium, the company and its management team, to bring our expertise and partnership approach to Exclusive Networks as it looks to its next chapter of growth,” said Gregory Laï, Partner at CD&R.
The Value of Exclusive Networks
Exclusive Networks plays an integral role in the global cybersecurity value chain. They provide access to fragmented national markets for cybersecurity vendors and offer local partners the experience and expertise necessary to serve their end-customers’ security needs. The Proposed Transaction values 100% of Exclusive Networks’ share capital at €2.2 billion on a fully diluted basis.
Final Thoughts
This acquisition signals a pivotal moment in the cybersecurity sector. The move by CD&R and Everest UK HoldCo Limited shows a strategic emphasis on bolstering Exclusive Networks’ position as a leading cybersecurity solutions entity. It also demonstrates the value and potential growth of the cybersecurity market. For Exclusive Networks, this transaction provides an opportunity to further expand its role in the global cyber ecosystem and continue its legacy of excellence and growth. The future of the company, under the joint control of CD&R and Everest UK HoldCo Limited, looks promising indeed.
FAQ
Q: What is the proposed acquisition in the article about?
A: CD&R and Everest UK HoldCo Limited, along with Exclusive Networks’ founder Olivier Breittmayer, plan to acquire a majority stake in Exclusive Networks by purchasing a block of shares representing 66.7% of the share capital and voting rights.
Q: What is the price per share offered in the acquisition?
A: The proposed price per share is €18.96 following an exceptional distribution of €5.29 per share, resulting in a total of €24.25 per share, representing a 34.4% premium on the undisturbed share price prior to market rumours.
Q: Who will remain a shareholder after the acquisition?
A: Exclusive Networks’ founder, Olivier Breittmayer, will continue to be a shareholder in the company.
Q: What is the total value of Exclusive Networks’ share capital under the proposed transaction?
A: The Proposed Transaction values 100% of Exclusive Networks’ share capital at €2.2 billion on a fully diluted basis.
Q: What approvals are required for the completion of the acquisitions and the offer?
A: The acquisitions are subject to regulatory approvals, shareholder approval of the exceptional distribution, and the payment of the exceptional distribution with the proceeds of a new facility. Regulatory approvals need to be obtained before 22 March 2025.
Q: What role does CD&R play in the proposed transaction?
A: CD&R intends to invest in Exclusive Networks to enhance the company’s services and digital capabilities, working with the consortium and management team to support the company’s growth in the cybersecurity sector.
Q: How is the proposed transaction viewed by Exclusive Networks’ Board of Directors?
A: The Board of Directors has unanimously welcomed the proposed transaction, following a favourable opinion from the works council consultation and the appointment of an independent expert to provide a fairness opinion on the financial terms of the offer.
