LONDON - ABC Technologies Inc., through its subsidiary ABC Technologies Acquisitions Limited ("Bidco"), has updated its progress on the recommended cash acquisition of TI Fluid (LON:TIFS) Systems plc. This development follows the original announcement on November 29, 2024, where both companies' boards agreed on the terms of the acquisition to be conducted by a court-sanctioned scheme of arrangement.
The disclosure, mandated under Rule 2.10(c) of the City Code on Takeovers and Mergers, reveals changes in the support for the acquisition. Cobas Asset Management, which had previously shown intent to vote in favor of the scheme, has reduced its share from approximately 3.71% to 1.69% of TI Fluid Systems' issued ordinary share capital as of the close of business on January 16, 2025. This change occurred after Cobas sold a portion of its shares in a series of transactions between November 29, 2024, and January 9, 2025.
Despite these sales, the total number of TI Fluid Systems shares committed to the acquisition through irrevocable undertakings or non-binding letters of intent remains at approximately 30.60% of the issued ordinary share capital.
ABC Technologies and Bidco have engaged financial advisers, including Lazard (NYSE:LAZ), Citi, Santander (BME:SAN), Scotiabank (TSX:BNS), and TD Securities, to facilitate the acquisition process. The Scheme Document detailing the terms of the arrangement was made available to TI Fluid Systems shareholders on December 17, 2024.
The acquisition is subject to legal and regulatory requirements, and the companies involved have cautioned that the distribution of this announcement in certain jurisdictions may be restricted by law. TI Fluid Systems shareholders are advised to vote or respond to the acquisition based solely on the information provided in the Scheme Document.
This update is based on a press release statement and is intended to inform stakeholders of the current status of the acquisition process. It does not constitute an offer or solicitation to purchase or subscribe for any securities.
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