Scapa recommends increased £412m takeover offer

US resins firm Schweitzer-Mauduit International, Inc. (SWM) has increased its offer to buy Ashton-under-Lyne-based wound care and industrial firm Scapa Group from £2.10 per share in cash to a “final offer price” of £2.15 per share — about £412.6 million.

Scapa said the offer represents a 21.5% premium to the closing price of £1.77 on January 26, 2021, the last business day before the date of the original offer announcement.

“The Final Offer Price will not be increased, except that SWM Bidco reserves the right to amend the Revised Offer if on or after the date of this announcement, there is an announcement of an offer or possible offer for Scapa by a third party offeror or potential offeror,” said Scapa.

“The Scapa Directors, who have been so advised by Jefferies as to the financial terms of the Revised Offer, consider the terms of the Revised Offer to be fair and reasonable …

“Scapa wishes to inform its shareholders that it is not in discussions with any third parties regarding an alternative proposal to acquire Scapa.

“The Scapa Directors outlined the reasons for their recommendation of the Offer from SWM in the Scheme Document.

“The Scapa Directors believe that the Revised Offer represents compelling value given the balance of future opportunities and risks facing the business, limited capital market liquidity resulting in share price volatility and provides an opportunity for Scapa Shareholders to crystallise, in cash, the value of their holdings at this attractive, increased Final Offer Price of 215 pence per Scheme Share.

“Accordingly, the Scapa Directors recommend unanimously that Scheme Shareholders vote in favour of the Scheme …”

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