REG - Logistics Dev Grp - Alliance Pharma Investment - Update

Logistics DevelopmentAnnouncement

10/01/2025 07:30

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RNS Number : 8959S  Logistics Development Group PLC  10 January 2025

10 January 2025

 

Logistics Development Group plc

("LDG", the "Company" or, with its subsidiaries, the "Group")

Alliance Pharma Investment - Update

 

LDG is pleased to note that the boards of Aegros Bidco Limited ("Bidco") and
Alliance Pharma plc ("Alliance") have reached an agreement on the terms of a
recommended acquisition at 62.5p per ordinary share of 1p each in the capital
of Alliance ("Alliance Shares") in cash, valuing Alliance's issued share
capital at £337.9 million, to be made by Bidco for the entire issued share
capital of Alliance, other than the Alliance Shares held by funds advised or
managed by DBAY Advisors Limited ("DBAY"), the Company's investment manager,
including the Alliance Shares in which LDG is interested as noted below (the
"Acquisition"). The Acquisition is intended to be implemented by means of a
Court-sanctioned scheme of arrangement.

Alliance is a global healthcare platform that markets and distributes leading
OTC consumer healthcare and prescription products. The business has over 290
employees and is headquartered in Chippenham, Wiltshire. For the year ended 31
December 2023, Alliance reported Adjusted EBITDA of £45.0 million on revenues
of £180.7 million. As at 30 June 2024, Alliance had net assets of £222.9
million.

LDG is interested in 71,165,281 Alliance Shares, representing approximately
13.2% of Alliance's issued share capital, through Fixtaia Limited ("Fixtaia").
Pursuant to LDG's discretionary investment management agreement with DBAY,
LDG's Alliance Shares are deemed to be part of the Alliance Shares held by
funds advised or managed by DBAY, and consequently LDG is deemed to be acting
in concert with DBAY for the purposes of the Acquisition.

Under the terms of the Acquisition, if completed, LDG through Fixtaia will be
issued unlisted, non-voting B ordinary shares in Aegros Dominium Limited
("Equityco") (a holding company of Bidco) in consideration for each Alliance
Share held (the "Equityco B Shares"). Accordingly, LDG is expected to receive,
through Fixtaia, 71,165,281 Equityco B Shares in exchange for its Alliance
shareholding.

Bidco was formed for the purposes of the Acquisition and is an entity
controlled by funds advised or managed by DBAY.

LDG has no cash funding obligation or contribution in connection with the
Acquisition, and it remains the Board's intention to proceed with a further
distribution to shareholders through a tender offer, subject to, inter alia,
shareholder approval. Consequently, the Offer will not affect LDG's current
cash position.

A link to the full announcement (the "2.7 Announcement") in respect of the
Acquisition will be made available at: https://www.dbayadvisors.com/
(https://www.dbayadvisors.com/) . Capitalised terms used but not defined in
this announcement shall have the same meaning as set out in the 2.7
Announcement.

For enquiries:

 Logistics Development Group plc     Via FTI Consulting
 FTI Consulting                      +44 (0) 20 3727 1340

 Nick Hasell

 Alex Le May

 Strand Hanson Limited               +44 (0) 20 7409 3494

 (Financial and Nominated Adviser)

 James Spinney

 Richard Johnson

 Abigail Wennington
                                     +44 (0) 20 7597 5970

 Investec Bank plc

 (Broker)

 Gary Clarence

 Harry Hargreaves

 

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