Calyx founder, chairman and CEO Maurice Healy and his investment vehicle Stornaway have offered 101 pence sterling per share to buy out Calyx from its investors. The offer values the entire issued share capital of Calyx at €103.7m.
This isn’t Healy’s first management buyout (MBO). Calyx was born in 2001 when Healy led an MBO to split Calyx out of Alphyra, a company he started in 1989 with John Nagle.
In recent years Calyx has embarked on a relentless acquisition strategy, acquiring Entropy for €4m, the UK Matrix Group for €60m and recently Mentec for €16m.
Under the terms of the acquisition of Calyx by Stornaway, each holder of cancellation shares will receive 101 pence in cash per cancellation share, representing a premium of 23.9pc to the closing price of 81.5 pence per Calyx share on 12 March last.
Calyx will ultimately be owned by the existing Calyx management team and venture capital firm Alchemy Investment Plan.
“The acquisition price of 101 pence represents a healthy premium to the Calyx share price prior to the company entering an offer period and provides shareholders with the opportunity to realise their holdings in full, for cash and free of dealing costs,” said Healy. “The management team is looking forward to taking on the challenges that lie ahead as a private company.”
The Calyx directors have been advised by Davy Stockbrokers and will unanimously recommend to shareholders to vote in favour of the deal.
Stornaway has already received letters of intent to vote in favour of the scheme from 23.8pc of institutional shareholders that account for 16.5m Calyx shares.
“The independent directors have given this matter careful consideration,” said Gary Kennedy, director of Calyx.
“We have concluded that the acquisition, which allows shareholders to realise their holdings in full for cash, is in the best interests of Calyx shareholders and is fair and reasonable. We will be recommending Calyx shareholders vote in favour of the acquisition and the scheme,” he said.
By John Kennedy