GBGI Limited shareholders have approved the takeover offer by Elm Bidco, L.P.
To be implemented by means of a scheme of arrangement under Part VIII of the Companies Law of Guernsey, the deal involves the entire issued and to be issued share capital of GBGI.
Friday’s court meeting saw the scheme get the green light from the requisite majority, while the succeeding general meeting resulted in the go-ahead for the executive director management arrangements as well as the amendments to GBGI’s articles of association.
Under the terms of the cash offer, each scheme shareholder will be entitled to receive US$1.515 per share. The consideration values GBGI’s share capital at approximately $131.8 million (around £104 million) on a fully diluted basis.
“Bidco believes that GBGI represents a strong longstanding franchise in the international benefits insurance space with significant growth potential in its target markets,” read a joint announcement in November. “Bidco believes it can help the management team capitalise on this growth opportunity by investing into GBGI’s business and through a high degree of operational engagement.
“Bidco’s strategic rationale for GBGI’s business is to pursue organic and potentially acquisitive growth strategies as well as making long-term capital investment into the business.”
Meanwhile completion of the offer remains subject to a number of conditions including those relating to the Guernsey Financial Services Commission and the Netherlands Autoriteit Financiële Markten.
