Standard General L.P. today announced that it has made several approaches to the board of Sportech PLC with a view to making a cash offer for Sportech, all of which have been rejected. Standard General has no interest in Sportech shares currently.
The most recent approach was made on 28 October 2020 and proposed a cash offer at 28.5 pence per share. This values the existing share capital of Sportech at approximately £53.8 million and represents a premium of 58.33% to the Sportech closing share price of 18 pence on 27 October 2020.
The Sportech board has rejected all proposals to date and declined to enter into discussions which might allow Standard General to proceed to a firm offer. Standard General still hopes to engage with the Sportech board with the goal of securing a recommended transaction that it believes is highly attractive and in the best interests of all Sportech shareholders. Therefore, Standard General is today publishing details of the proposal it has made to the Sportech board, so that shareholders have access to this information.
Pre-conditions to a potential firm offer
The announcement of any formal offer for Sportech under the Takeover Code would be conditional on, amongst other things, satisfactory completion of diligence and the unanimous and unqualified recommendation by the Sportech board of directors.
Standard General reserves the right to waive any or all of the pre-conditions set out above, in whole or in part. Standard General further reserves the right to announce an offer at a price below 28.5 pence per Sportech share in the event that:
- the board of Sportech agrees and recommends an offer at the reduced price;
- a third party announces a firm intention to make an offer for Sportech;
- Sportech announces, declares or pays a dividend or any other distribution or return of capital to its shareholders after this announcement (in which case Standard General reserves the right to reduce the offer price by an amount up to the amount of such dividend, distribution or return of capital); or
- Sportech announces a white wash transaction pursuant to the Takeover Code.
This is an announcement falling under Rule 2.4 of the Takeover Code. It does not represent a firm intention to make an offer under Rule 2.7 of the Takeover Code. Accordingly, there can be no certainty as to whether any offer will be forthcoming, even if the pre-conditions are satisfied or waived.