British Telecommunications plc (BT) and Tikit Group plc this morning announced they have reached agreement on the terms of a recommended cash offer by which the entire issued and to be issued share capital of Tikit will be acquired by BT. It is intended that the Offer be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
· Under the terms of the Offer, each Scheme Shareholder will be entitled to receive 416 pence in cash for each Tikit Share held at the Scheme Record Time.
· The Offer values the issued and to be issued share capital of Tikit at approximately £64.2 million.
BT say the deal enables BT to combine the strengths of Tikit’s expertise, portfolio, relationships and deep understanding of the needs of the legal sector with BT’s scale and breadth of products, creating a differentiated offering with the ability to supply, install, support and fix mission-critical IT applications and ICT infrastructure through a single point of contact.
The directors of Tikit, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable. Accordingly, the directors of Tikit intend unanimously to recommend that Tikit Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the resolutions to be proposed at the General Meeting, as each director of Tikit has irrevocably undertaken to do in respect of their own Tikit Shares and those of their family members, being, in aggregate, a total of 1,030,370 Tikit Shares, representing approximately 7.0 per cent. of the existing issued share capital of Tikit. In providing its advice, Investec has taken into account the commercial assessments of the directors of Tikit.
It is expected that the Scheme Document, containing further information about the Offer and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to Tikit Shareholders and (for information only) participants in the Tikit Share Schemes by 21 November 2012 and that the Scheme will be effective by 18 January 2013, subject to the satisfaction of all relevant conditions.
Commenting on the Offer, Gavin Patterson, Chief Executive Officer of BT Retail said: “Tikit represents a highly complementary fit with BT Retail’s existing IT strategy and strengthens our position in the provision of ICT services to legal firms in the UK. The Offer will enable us to combine Tikit’s expertise, portfolio, relationships and deep understanding of the legal sector with BT Retail’s scale and breadth of products. Together, we expect to deliver a truly differentiated offering with the capacity to supply, install and support mission-critical IT applications and ICT infrastructure through a single point of contact.”
Commenting on the Offer, Mike McGoun, Non-Executive Chairman of Tikit said: “We firmly believe that this transaction is in the best interests of our shareholders and employees. BT will enable Tikit to continue to grow and better service the needs of its clients. The board of directors unanimously recommends that shareholders vote in favour of the resolutions.”
COMMENT: No, this doesn’t mean you now phone David Lumsden if your phone at home doesn’t work (and thank you Geoff Hornsby of HP iManage for being the first to make this joke). What it does mean is that BT is buying sector expertise in the legal and professional services vertical market. AND that Tikit now has the potential to became THE biggest player in the legal cloud, managed services, ICT convergence sector, thanks to BT’s extensive comms network infrastructure.
Tikit CEO David Lumsden told the Insider this morning “BT’s interest in Tikit is due to our industry and technical expertise, product portfolio, relationships and deep understanding of the legal sector. They recognise our unique market position and individual and combined strengths. They wish to help us expand and grow our business. They also view the service offerings from the two businesses as complementary with opportunities for cross selling and would look to Tikit to combine our products and services with BT’s scale and breadth of offering.
“After discussions with their management team, I believe that by being part of an organisation of the size and credibility of BT, Tikit will significantly broaden our appeal and offering to our client base. We will be able to provide the types of services and technology that will further set us apart from other competitors in the market place.”
We hope to speak with David Hobday and Steve Hall, two key directors from BT Enterprises, later today.