Agility-Menzies agree on £571mn deal, shareholders get £6.08/share

Menzies-NAS revenue was more than $1.5bn in 2021; to have approx 35,000 employees & presence at more than 250 airports

Agility-Menzies agree on £571mn deal, shareholders get £6.08/share

The boards of Agility Public Warehousing Company K.S.C.P. (Agility) and GIL International Holdings V Limited (Bidco), one of its wholly-owned subsidiaries, and the board of John Menzies Plc (Menzies) today announced that they have reached agreement on the terms of a recommended cash offer to acquire 100 percent of the ordinary shares in Menzies at £6.08/share.

The deal values Menzies at approximately £571 million on a fully diluted basis and at approximately £763 million on an enterprise value basis, according to an official statement from Agility.

"The final offer price represents a premium of approximately:

* 81 percent to the closing price of 335 pence per Menzies share on February 8, 2022 (being the last business day prior to the commencement of the offer period;
* 107 percent to the volume weighted average price of 294 pence per Menzies share during the three-month period ended February 8, 2022; and
* 104 percent to the volume weighted average price of 298 pence per Menzies share during the six-month period ended February 8, 2022."

Bidco has confirmed to the Menzies board that the financial terms of the deal are final and will not be increased "except that Bidco reserves the right to increase the amount of the offer if there is an announcement on or after the date of this announcement of a firm offer for Menzies by a third party offeror."

Following the completion, Agility will combine the business of Menzies with that of its existing wholly-owned subsidiary National Aviation Services (NAS).

The combined revenue of Menzies and NAS exceeded $1.5 billion in 2021, and is expected to have approximately 35,000 employees with a presence at more than 250 airports in 57 countries handling more than 600,000 aircraft turns per year.

"This deal creates a world leader in airport services and unlocks value for all stakeholders," says Hassan El-Houry, Chief Executive, National Aviation Services. "The NAS-Menzies combination brings together highly complementary operations and ensures that the combined business has the scale and resources to grow. Menzies shareholders will realise a premium in return for supporting the transaction. Customers will benefit from Menzies' operational excellence at more airports around the world and will be able to choose from a broader product offering. Employees of both companies will benefit from being part of a larger, stronger group that offers more career development and advancement opportunities. The combined business will have the capital to invest in the talent, technology, innovation, infrastructure, equipment, and sustainability leadership required to accelerate growth."

"The Menzies directors believe that the offer represents a fair and recommendable price for shareholders which recognises Menzies' future prospects," says Philipp Joeinig, Chairman and Chief Executive, John Menzies. "Menzies is an outstanding business with a long and rich history. The Board of Menzies applauds the work that the Menzies management team have done to steer the business through the challenging impacts of the pandemic and position the business for continued future growth and the next evolution in its journey. The all-cash offer from Bidco represents an opportunity for current shareholders to realise value for their investment at an attractive premium and valuation multiple."

The transaction is likely to be completed in the third quarter of 2022.

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