June 26, 2025 | Industrials | Europe | Active
On 23-Jun-25, a consortium led by private equity firm Advent International entered into a definitive agreement to acquire London-based industrial precision instruments maker Spectris in a £4.4bn deal. The transaction is structured as a UK scheme of arrangement, with Spectris shareholders set to receive 3,763p per share in cash, plus a 28p interim dividend (per Bloomberg, ex-date 2-Oct-25). Further distributions will lead to a downward adjustment to the offer consideration. The price represents an 84.6% takeover premium to Spectris’ share price of 2,038p on 6-Jun-25, prior to media reports of the bid. Joining Advent are the Canada Pension Plan Investment Board (CPPIB) and Auba Investments, a vehicle of Singapore’s GIC; Advent and CPPIB are also bound by a Bid Conduct Agreement that prevents either from backing a rival offer. The target board unanimously deems the terms “fair and reasonable” and intends to recommend shareholders vote in favour. To this end, directors holding 0.22% of shares have provided irrevocables to support the deal. Leading up to the firm offer, Spectris had disclosed on 9-Jun-25 that it had received a proposal from Advent and would recommend the deal if a firm offer were made by a 7-Jul-25 “put-up or shut-up” (PUSU) deadline. On 13-Jun-25, Spectris revealed it rejected a competing bid from KKR, which had submitted its offer on 5-Jun-25, following an earlier proposal dated 2-Jun-25. KKR later confirmed the earlier date, which was a full week before Advent submitted its own approach. Following the definitive M&A announcement, KKR acknowledged the Advent offer but said it was still in the process of conducting due diligence and securing financing. The Takeover Panel has yet to issue a PUSU deadline for KKR. The scheme requires 75% approval at both the Court Meeting and EGM. Clearances are required from antitrust regulators in the EU, US, UK, and China, as well as foreign investment authorities in multiple jurisdictions including Australia, Austria, France, and Sweden. CPPIB’s investment requires separate CFIUS and German merger control approvals, which are conditions to closing. Additionally, Auba’s participation is subject to CFIUS clearance, although the scheme is not conditional on Auba achieving this. Other approvals may be waived by Advent, except for the vote and long-stop date (30-Jun-26). The Cooperation Agreement obliges the consortium to take all necessary steps to secure regulatory approvals, and any remedies will be limited to measures involving Advent or Spectris alone. The scheme document is ...
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