Cicor sweetens TT Electronics bid with all-cash offer

(Sharecast News) - Shares in TT Electronics rose on Tuesday after Cicor Technologies sweetened its recommended takeover terms, introducing a new all-cash option that values the UK engineer at 150p per share and reaffirming the unanimous support of TT's board. The revised offer replaced the original cash-and-share mix announced on 30 October, and was designed to address concerns from shareholders who could not, or preferred not to, hold Swiss-listed stock.

Under the new proposal, TT shareholders would be able to choose between receiving 150p in cash for each share or electing to take 0.0084 new Cicor shares, valuing the equity on the same financial terms as the original offer.

The all-cash option represented a premium of 58% to TT's closing price on 29 October, and more than double its price six months earlier.

Investors could also choose to receive a mix of cash and shares, although elections for new Cicor shares would be subject to a cap equal to the share issuance that would have occurred under the initial offer.

Any excess elections will be scaled back on a pro-rata basis.

Cicor said the revised terms followed "constructive engagement" with TT and major shareholders.

It added that while it believed the original offer reflected "full and fair value," the new structure provided "flexibility for TT Shareholders to tailor the proportion of cash versus New Cicor Shares they receive."

The financial terms were marked as final, except in the event of a competing proposal.

TT's directors reiterated their unanimous backing for the deal, saying the new structure offered clear additional benefits.

"Under the all cash offer, TT shareholders can receive all cash consideration if they are not able to, or do not wish to, hold Cicor shares; and under the share alternative, TT shareholders ... who wish to remain invested in the enlarged Cicor Group after completion of the acquisition can elect, in full or in part, to receive share consideration in lieu of cash," they said.

The board, advised by Gleacher Shacklock and Rothschild & Co, said it considered both the cash and share alternatives to be "fair and reasonable" and intended to recommend that investors approve the scheme.

Cicor confirmed it would maintain its previously stated intentions for TT's business, management and employees.

However, to support the larger cash component of the bid and preserve a conservative balance sheet, the Swiss group planned to raise about CHF 75m (£71.61m) through a share placing before completion, with proceeds used to repay acquisition-related borrowings.

It said it expected pro-forma net leverage for the enlarged group to be around two times EBITDA if the share alternative was fully utilised, rising to 2.75 times if all shareholders opted for cash.

The acquisition remained dependent on standard conditions, including court approval and shareholder votes, with meetings scheduled for 17 December.

At 0937 GMT, shares in TT Electronics were up 3.95% at 147.2p.

Reporting by Josh White for Sharecast.com.