Senior Plc agrees to £1.28 billion takeover by Tinicum and Blackstone
Investing.com -- Senior plc announced Tuesday that its board has agreed to a recommended cash acquisition by Zeus UK Bidco Limited, a company controlled by investment funds advised by Tinicum Incorporated and Blackstone Inc.
Under the terms of the acquisition, shareholders will receive 300 pence per share, comprising 297.85 pence in cash and a final dividend of 2.15 pence for fiscal year 2025. The cash consideration represents a premium of 36.6% to the six-month volume-weighted average price and 2.8% to the closing price of 289.80 pence on Wednesday.
The deal values Senior's entire issued share capital at approximately £1.28 billion on a fully diluted basis and implies an enterprise value of approximately £1.40 billion. This represents a multiple of 15.2 times Senior's adjusted EBITDA and 22.0 times its adjusted operating profit for the year ended December 31, 2025.
Senior's board, advised by Lazard on the financial terms, considers the acquisition terms fair and reasonable. The directors intend to recommend that shareholders vote in favor of the scheme at the court meeting and general meeting. They have irrevocably undertaken to vote their combined holdings of 2,620,740 shares, representing approximately 0.6% of Senior's ordinary share capital, in favor of the deal.
BidCo has also received an irrevocable undertaking from Alantra to vote in favor of the scheme for 72,307,009 shares, representing approximately 17.2% of Senior's ordinary share capital. Combined with the directors' holdings, BidCo has secured irrevocable undertakings for approximately 17.9% of Senior's share capital.
The consortium plans to place Senior and AeroFlow Technologies, recently acquired by Tinicum, under common ownership. The consortium stated this combination would provide complementary aerospace exposure and additional earnings resilience.
The acquisition is conditional on shareholder approval and will be implemented through a court-approved scheme of arrangement under Part 26 of the Companies Act. The scheme document is expected to be published within 28 days.
Ian King, Senior's chairman, said the offer represents an opportunity for shareholders to realize immediate cash value at an attractive enterprise valuation multiple. David Squires, Senior's chief executive officer, said the offer recognizes the quality of Senior, its people, products and growth prospects.
