German asset manager DWS — a standalone unit of Deutsche Bank — said on Friday it has won control of Perth-based transport giant Stagecoach as its £595 million cash takeover bid was declared unconditional.
Rival bidder National Express said it noted the announcement and as such its proposed all-share combination with Stagecoach “has now lapsed.”
DWS head of infrastructure Hamish Mackenzie said: “We are delighted that our acceptance condition has now been satisfied and our offer has now been declared unconditional.
“Our offer provides immediate value for Stagecoach shareholders and paves the way for the Stagecoach team to deliver enhanced services for passengers and communities across the UK.”
A Stagecoach spokesperson said: “We are pleased that shareholder acceptances have reached the required threshold to make the DWS Infrastructure offer unconditional.
“This is a positive step for our company, our people, our investors, and wider stakeholders, and we see a bright and strong future ahead for both Stagecoach and public transport as we move towards new ownership.”
A stock exchange statement read: “As at 4.30 p.m. on 20 May 2022, PEIF III Bidco may count 363,942,816 Stagecoach Shares (representing approximately 65.99 per cent of the issued share capital of Stagecoach (excluding treasury shares)) towards satisfaction of the acceptance condition to its offer.
“Furthermore, PEIF III Bidco confirms that all remaining conditions to the offer have been satisfied or, where applicable, waived.
“The offer has therefore become unconditional in all respects …
“The offer will remain open for acceptance until further notice. At least 14 days’ notice will be given by an announcement before the offer is closed.
“Stagecoach shareholders who have not yet accepted the offer are urged to do so as soon as possible …”
A fund managed by DWS Infrastructure announced in March it agreed to pay £1.05 in cash for each Stagecoach share — a premium of 54.3% to the Scottish firm’s closing price of 68.05p on September 20, 2021, the last business day before the National Express possible offer announcement, and a premium of 37.2% to the closing price of 76.55p on March 8, 2022.
DWS said in March it would retain Stagecoach’s current chief executive Martin Griffiths as well as its finance director and UK Managing Director and “… for employees, it will provide greater certainty over the future, with overall headcount in frontline operational roles expected to remain the same, as well as the retention of Stagecoach‘s existing headquarter functions and related roles in Perth, London and Stockport.”
Stagecoach founders Brian Souter and his sister Ann Gloag announced last April a 10-year plan to reduce their shareholdings in Stagecoach from 27% to 5% — a move that some analysts viewed as paving the way for a takeover.