NEW YORK - ABC Technologies Acquisitions Limited ("Bidco"), a wholly-owned subsidiary of ABC Technologies Inc., has expanded its consortium of lenders for the acquisition of TI Fluid (LON:TIFS) Systems plc, as per the latest financing arrangements disclosed on Monday. The acquisition, announced on November 29, 2024, is to be executed through a court-sanctioned scheme of arrangement.
On December 24, 2024, Bidco confirmed the addition of six new interim lenders to the financing agreement initially dated November 29, 2024. These new lenders, which include Goldman Sachs Bank USA and JPMorgan Chase (NYSE:JPM) Bank, N.A., have joined the original consortium that comprises banks such as Citibank, N.A., and Banco Santander (BME:SAN), S.A.
The amended and restated interim facilities agreement, along with commitment and engagement papers, have been modified to accommodate the participation of these new lenders. These documents are crucial to the funding of the acquisition, which is still subject to the terms set out in the scheme document released to TI Fluid Systems shareholders on December 17, 2024.
This announcement follows the initial agreement between the boards of TI Fluid Systems and Bidco, where they agreed on the terms of a recommended cash offer for the entire issued and to be issued share capital of TI Fluid Systems. The offer is governed by Rule 2.7 of the Takeover Code.
Lazard (NYSE:LAZ) is acting as the lead financial adviser to ABC Technologies and Bidco for the acquisition. Other financial institutions, including Citi, Santander, and Scotiabank (TSX:BNS), are also providing financial advisory services to the acquiring entities.
The acquisition is subject to the completion of the scheme of arrangement and other customary closing conditions. The details of the arrangement are specified in the scheme document made available to the shareholders of TI Fluid Systems.
The announcement made today is based on a press release statement and is intended to provide information on the financing arrangements related to the proposed acquisition. It is not an offer or solicitation for the sale of securities or a call to vote or approve the acquisition terms. The acquisition's implementation will be solely as per the scheme document's terms, which contain full details and conditions, including instructions for shareholders on voting.
The inclusion of new lenders in the financing arrangement indicates progress in the acquisition process and the commitment of the parties involved to move forward with the transaction.
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