Shawbrook Bank has finally accepted an offer from bidding company Marlin Bidco, after months of negotiations.
Shawbrook changed its advice to shareholders, noting that if they did not accept the bid they could end up owning “a minority interest in an unlisted company” which would “significantly reduce the liquidity of Shawbrook shares”.
Following an earlier rejected offer, Marlin Bidco (which is owned by by funds managed or advised by Pollen Street Capital and BC Partners) upped its bid to £868m earlier in the month.
Despite an initial statement from Shawbrook urging investors to rejected the offer on the basis “the final offer undervalues Shawbrook and its prospects” investors have now been advised to accept the offer.
In a statement the bank said: “The independent directors continue to believe that the final offer undervalues Shawbrook and its prospects.
“However, the independent directors also recognise that, in the event the final offer is declared wholly unconditional, Marlin Bidco will have obtained a very significant level of control of Shawbrook.
“This level of control will enable Marlin Bidco to implement its stated intention to procure that Shawbrook applies to the UK Listing Authority for the cancellation of its listing on the official list and to the London Stock Exchange for the cancellation of its admission to trading. Consequently, it is likely that Shawbrook shareholders who do not accept the final offer could, as a result, own a minority interest in an unlisted company. This would significantly reduce the liquidity of Shawbrook shares.
“Accordingly, the independent directors, who have been so advised by BofA Merrill Lynch and Goldman Sachs International, now recommend that shareholders accept the final offer, as the independent directors will now be doing in respect of their own beneficial shareholdings.”
The acquisition means Pollen Street Capital, in partnership with BC Partners, will buy back the bank it took to flotation in April 2015.
Pictured: Shawbrook chief executive Steve Pateman