Chester’s GBG sees shares fall as GTCR rules out bid

Shares of Chester-based identity verification company GB Group (GBG) fell almost 20% on Tuesday after it said Chicago-based private equity firm GTCR LLC “is no longer evaluating a possible offer for GBG.”

GB Group shares plunged to around £4.98, giving the company a current stock market value of roughly £1.3 billion.

“GTCR first announced it was considering a possible cash offer for the company on 6 September 2022, in response to media speculation,” said GBG.

“The GBG board had early-stage discussions with GTCR in respect of a possible offer for the company, but agreement could not be reached on terms.

The board of GBG believes the company has a long runway of sustainable growth opportunities underpinned by supportive structural drivers such as digitalisation and an ever-increasing need to protect against fraud.

“The wide-ranging capabilities GBG has developed and acquired over recent years give it a leadership position in the identity verification and fraud markets and reinforce its position as one of the largest pure-play identity software solution providers globally.

“GBG is focused on achieving its strategic and financial objectives in FY23 and beyond, and the board believes the delivery of these objectives will  create significant value for GBG’s shareholders over time.

As a result of the announcement by GTCR, GBG is no longer in an offer period for the purposes of the Code.”

GTCR said: “Further to the announcement made on 6 September 2022 in relation to a possible offer for GB Group plc by GTCR LLC, GTCR, on behalf of certain of its affiliated funds, confirms that it does not intend to make an offer for GBG under Rule 2.7 of the Code.

Under Rule 2.8 of the Code, GTCR, on behalf of certain of its affiliated funds, and any person(s) acting in concert with it, reserves the right to make or participate in an offer or possible offer for GBG and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code within six months of the date of this announcement in the following circumstances:

a) with the agreement of the Board of GBG;

b) following the announcement of a firm intention to make an offer for GBG by or on behalf of a third party;

c) following the announcement by GBG of a Rule 9 waiver proposal (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or

d) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.”