International law firm CMS has advised AIM-listed Telit Communications PLC (Telit) on its acquisition by Trieste Acquisitions Holding Limited (Bidco), an entity owned by funds managed by DBAY Advisors Limited (DBAY). Bidco’s final recommended cash offer valued Telit’s entire issued and to be issued ordinary share capital at £320m.
Telit is a leading enterprise-grade Internet of Things (IoT) product and software company with an extensive portfolio of wireless connectivity modules, platforms and virtual cellular IoT operator services. Telit delivers secure, integrated end-to-end IoT solutions used by thousands of direct and indirect customers globally.
Investment manager DBAY became a Telit shareholder in July 2020 and, at the time of its acquisition, was Telit’s largest shareholder with 26.02% of the issued share capital. DBAY believes that Telit will be able to achieve better growth as a private business, without the constraints of a public listing, and will benefit from having a majority shareholder with the financial resources to accelerate its strategy.
CMS advised Telit on the acquisition, a transaction governed by the Takeover Code, which was implemented by the court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. Completion was conditional upon shareholder approval (excluding DBAY) as well as various legal and regulatory approvals. Completion occurred on 31 August 2021.
Anthony Waller, CMS Corporate partner, comments: “We are delighted to have advised long-standing client Telit on this strategic acquisition. The cash offer represents a clear vote of confidence in Telit, its management and its strategy, as well as presenting exciting opportunities for the acceleration of growth in Telit’s already impressive business. We wish them all the best and look forward to witnessing their development under DBAY’s ownership.”
Paolo dal Pino, Chief Executive Officer at Telit, comments: “We are very pleased with this outcome which represents an opportunity for shareholders wanting to realise their investment in cash to do so at a material premium to Telit’s historical share price. The CMS team has been fantastic throughout this process and we would like to thank them their invaluable contribution.”
The CMS team was led by Anthony Waller and included Gordon Anton, Paul Blackmore, Kieran O’Brien, Jennifer Tambe, Will Holder and Nikita Patel (Corporate); Andrew Quayle and Stacey Callaghan (Share Schemes); Caroline Hobson and Lucy Charatan (Anti-Trust); Luke Pardey (Litigation); and Stephen Hignett and Arran Bhatiani (Tax).
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