Apax Global Alpha Ld - Thoughtworks to be taken private by Apax Funds

Apax Global Alpha

06/08/2024 07:00

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RNS Number : 2618Z  Apax Global Alpha Limited  06 August 2024

Apax Global Alpha

Thoughtworks to be taken private by Apax Funds

Thoughtworks, a portfolio company in the Apax IX Fund ("Apax IX"), in which
Apax Global Alpha Limited ("AGA") is a limited partner, has announced that it
has entered into a definitive agreement to be taken private by Apax Funds for
$4.40 per share, which implies a total enterprise value of $1.75bn for
Thoughtworks.

 

At the purchase price, the transaction represents an uplift of c.55% to AGA's
last Unaffected Valuation(1) and an uplift of c.€9m (c.€0.02 per share) in
the Adjusted Net Asset Value ("Adjusted NAV") of AGA at 30 June 2024.

 

Note that these figures relate to AGA's look-through position of Apax IX's
overall investment in Thoughtworks and are stated before taking into account
any closing adjustments, fees, costs, and carried interest, and are translated
based on the latest exchange rates available where applicable2. The
transaction is expected to close in Q4 2024, subject to customary closing
conditions.

 

Thoughtworks is a global technology consultancy that integrates strategy,
design, and engineering to drive digital innovation. Founded in 1993,
Thoughtworks helps clients solve complex business problems with technology as
the differentiator.

 

Apax IX acquired a majority stake in Thoughtworks in 2017, building on the
Apax team's expertise in digital transformation and tech-enabled services. In
September 2021, Apax IX partially exited Thoughtworks via an IPO, having
increased EBITDA fivefold and more than doubled the Company's EBITDA margin
between its initial investment and IPO.

 

AGA, whose shares are listed on the London Stock Exchange, provides investors
with access to a diversified portfolio of private equity funds advised by Apax
Partners as well as a smaller portfolio of primarily debt investments. In
2016, AGA made a commitment of c.$350m(3) to Apax IX.

 

A further update on the transaction will be provided in due course. AGA will
report H1 2024 results on 5 September.

 

 

END

 

Contact details

Investor Relations - AGA

Katarina Sallerfors

T: +44 7436908492

E: katarina.sallerfors@apax.com

 

 

 

Footnotes

 1.  Unaffected Valuation is determined as the fair value in the last quarter
     before exit, when valuation is not affected by the exit process (i.e. because
     an exit was signed, or an exit was sufficiently close to being signed that the
     Apax Funds incorporated the expected exit multiple into the quarter end
     valuation)
 2.  Based on Bloomberg closing EUR/USD FX rate on 2 August 2024 of $1.0911
 3.  AGA's commitment in Apax IX of €154.5m in Apax IX euro tranche and $175.0m
     in Apax IX USD tranche.

 

 

 

 

 

 

 

Notes

 

 1.  Note that references in this announcement to Apax Global Alpha Limited have
     been abbreviated to "AGA" or "the Company". References to Apax Partners LLP
     have been abbreviated to "Apax" or "the Investment Adviser"
 2.  Please be advised that this announcement may contain inside information as
     stipulated under the Market Abuse Regulations (EU) NO. 596/2014 ("MAR")
 3.  This announcement is not for release, publication or distribution, directly or
     indirectly, in whole or in part, into or within the United States or to "US
     persons" (as defined in Regulation S under the United States Securities Act of
     1933, as amended (the "Securities Act")) or into or within Australia, Canada,
     South Africa or Japan. Recipients of this announcement in jurisdictions
     outside the UK should inform themselves about and observe any applicable legal
     requirements in their jurisdictions. In particular, the distribution of the
     announcement may be restricted by law in certain jurisdictions
 4.  The information presented herein is not an offer for sale within the United
     States of any equity shares or other securities of Apax Global Alpha Limited
     ("AGA"). AGA has not been and will not be registered under the US Investment
     Company Act of 1940, as amended (the "Investment Company Act"). In addition,
     AGA's shares (the "Shares") have not been and will not be registered under the
     Securities Act or any other applicable law of the United States. Consequently,
     the Shares may not be offered or sold or otherwise transferred within the
     United States, or to, or for the account or benefit of, US Persons, except
     pursuant to an exemption from the registration requirements of the Securities
     Act and under circumstances which will not require AGA to register under the
     Investment Company Act. No public offering of the Shares is being made in the
     United States
 5.  This announcement may include forward-looking statements. The words "expect",
     "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and
     similar expressions (or their negative) identify certain of these
     forward-looking statements. These forward-looking statements are statements
     regarding AGA's intentions, beliefs or current expectations concerning, among
     other things, AGA's results of operations, financial condition, liquidity,
     prospects, growth and strategies. The forward-looking statements in this
     presentation are based on numerous assumptions regarding AGA's present and
     future business strategies and the environment in which AGA will operate in
     the future. Forward-looking statements involve inherent known and unknown
     risks, uncertainties and contingencies because they relate to events and
     depend on circumstances that may or may not occur in the future and may cause
     the actual results, performance or achievements of AGA to be materially
     different from those expressed or implied by such forward looking statements.
     Many of these risks and uncertainties relate to factors that are beyond AGA's
     ability to control or estimate precisely, such as future market conditions,
     currency fluctuations, the behaviour of other market participants, the actions
     of regulators and other factors such as AGA's ability to continue to obtain
     financing to meet its liquidity needs, changes in the political, social and
     regulatory framework in which AGA operates or in economic or technological
     trends or conditions. Past performance should not be taken as an indication or
     guarantee of future results, and no representation or warranty, express or
     implied, is made regarding future performance. AGA expressly disclaims any
     obligation or undertaking to release any updates or revisions to these
     forward-looking statements to reflect any change in AGA's expectations with
     regard thereto or any change in events, conditions or circumstances on which
     any statement is based after the date of this announcement, or to update or to
     keep current any other information contained in this announcement.
     Accordingly, undue reliance should not be placed on the forward-looking
     statements, which speak only as of the date of this announcement.

 

 

About Apax Global Alpha Limited

 

AGA is a Guernsey registered closed-ended investment Company listed on the
London Stock Exchange. It is regulated by the Guernsey Financial Services
Commission.

 

AGA's objective is to provide shareholders with capital appreciation from its
investment portfolio and regular dividends. The Company is targeting an
annualised Total Return, across economic cycles, of 12-15% (net of fees and
expenses).

 

The Company makes Private Equity investments in Apax Funds, and has a
portfolio of primarily Debt Investments, derived from the insights gained via
Apax's Private Equity activities.

 

Further information regarding the Company and its publications are available
on the Company's website at www.apaxglobalalpha.com
(http://www.apaxglobalalpha.com/) .

 

 

About Apax

 

Apax Partners LLP ("Apax") is a leading global private equity advisory firm.
For over 50 years, Apax has worked to inspire growth and ideas that transform
businesses. The firm has raised and advised funds with aggregate commitments
of close to $80 billion. The Apax Funds invest in companies across four global
sectors of Tech, Services, Healthcare and Internet/Consumer. These funds
provide long-term equity financing to build and strengthen world-class
companies. For further information about Apax, please visit www.apax.com
(http://www.apax.com/) .

 

Apax is authorised and regulated by the Financial Conduct Authority in the UK

 

 

 

 

 

 

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