Francisco Partners has agreed to acquire Cybit Holdings PLC for approximately £23 million. Cybit is a listed UK company with three business lines: Vehicle Telematics Solutions, Maritime Solutions and Private Mobile Radio-based tracking and precise positioning solutions.
The Boards of Cyberspace Bidco Limited (“Bidco”), an acquisition vehicle controlled by funds affiliated with Francisco Partners, and Cybit Holdings plc (“Cybit”) are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Cybit whereby shareholders of Cybit will receive 75 pence per Cybit share. The Acquisition will be effected by means of a scheme of arrangement between Cybit and its shareholders pursuant to Part 26 of the Companies Act 2006. The Scheme requires the approval of 75% of voting Cybit shareholders and the sanction of the Court.
The terms of the Acquisition value the entire issued ordinary share capital of Cybit and shares arising on the exercise of all options under the Cybit Share Option Schemes at approximately £23 million. Bidco has already received irrevocable undertakings and letters of intent from shareholders representing 38.9% of the basic share capital and 35.0% of the diluted share capital.
Neil Johnson, Chairman of Cybit remarked on the transaction, “We firmly believe that this transaction is in the best interests of our shareholders and delivers value which would take much longer to achieve as a listed company. The financial and operational flexibility afforded by Francisco Partners’ private ownership will enable Cybit to continue to drive growth to the benefit of both our customers and employees. With these factors in mind, the Directors intend unanimously to recommend that the shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting.”
Richard Horsman, CEO of Cybit remarked on the transaction, “We believe that this transaction represents a win-win for our shareholders, employees and customers and will enable us to continue to lead the market and remain the trusted partner of choice. Bidco’s offer reflects the great importance it attaches to the skills and experience of the Cybit team and represents a great outcome for all Cybit stakeholders.”
Deep Shah of Francisco Partners remarked on the transaction, “Francisco Partners is excited about the potential opportunities in Cybit’s core markets, and is pleased to partner with the company to support its long-term growth strategy. We also believe that Cybit has a highly talented and committed team and we look forward to working with them to help the company achieve its full potential.”
About Francisco Partners
With nearly $5.0 billion of committed capital and offices in San Francisco and London, Francisco Partners is one of the world’s largest technology-focused private equity funds. The firm was founded to pursue structured investments in technology companies undergoing strategic, technological, and operational change. Francisco Partners targets majority and minority investments in private companies, public companies, and divisions of public companies, with transaction values ranging from $30 million to $2.0 billion. The principals of Francisco Partners have a proven track record, having invested approximately $4 billion of equity capital in over 50 technology companies. For additional information, visit www.franciscopartners.com.
Cybit operates within three core sectors: Vehicle Telematics Solutions; Maritime Solutions; and Private Mobile Radio (PMR) based tracking and precise positioning solutions. Its products and services enable companies to monitor and position mobile assets, manage service level agreements, enhance employee duty of care and comply with legislation.
In the Vehicle Telematics sector, Cybit’s fleet and asset management solutions are used by approximately 2,000 business-to-business clients to manage more than 50,000 mobile assets. Solutions include in-vehicle technologies, workflow management and internet-based monitoring and reporting software. The Company also provides consulting services to advise on legal issues such as duty of care and working hours.
Cybit’s Maritime Solutions business, BlueFinger, is a major supplier of Fisheries Vessel Monitoring Systems. Bluefinger provides fisheries authorities with the necessary tools for managing their licensed fishing fleets and coordinating the activity of the fisheries patrol vessels that enforce national fisheries policy throughout an Economic Exclusion Zone (EEZ). BlueFinger’s Saffire-Online system is also ideal for race organisers to track the position, direction and speed of each vessel in ocean going or inshore races.
The Company’s PMR business, Cybit Positioning Solutions, provides asset-tracking and security solutions for both maritime and land-based applications including exploration and mining. Cybit’s precise positioning solutions assist in the location and exploitation of oil, gas and mineral reserves around the globe.