Castleford-based PTSG said the 210.1p per share offer provides an attractive premium for shareholders as it is a 141.5 per cent premium to Wednesday’s closing price of 87p. PTSG’s independent directors said it is their unanimous view that the offer provides an opportunity for shareholders to realise compelling value in cash today.
The acquisition values PTSG at approximately £265.3m.PTSG said the deal will enable it to accelerate its M&A strategy and its management team will remain in place.
PTSG's chief executive Paul Teasdale and managing director Roger Teasdale will remain in their roles to execute their growth strategy.John Foley, chairman of PTSG, said: “PTSG undertook an IPO in February 2015 with a clear plan to grow both organically and through carefully selected acquisitions.
"Between the financial year ended 31 December 2015 and the last financial year ended 31 December 2018, reported revenue and adjusted EBITDA have grown at an average annual rate of 39 per cent, and 40 per cent, respectively."
He said PTSG has a significant pipeline of carefully identified acquisition opportunities which it would like to execute to confirm a strong position in the chosen niche specialist testing and compliance sectors in which it operates.
He added: "Against the backdrop of an increasingly competitive market for acquisitions, with a need to close deals quickly and fund them effectively, I believe that Macquarie’s deep access to funding will better position PTSG to continue with its acquisitive growth strategy.
"The acquisition represents a 304 per cent premium to PTSG shareholders who invested upon flotation in 2015, and a 141.5 per cent premium to the most recent closing share price. The independent directors are recommending that PTSG shareholders vote in favour of the acquisition."
PTSG said it has a proven acquisition track record, having successfully acquired 15 businesses since listing in 2015 to strengthen its market position.
It added that Macquarie’s significant financial reserves will enable PTSG to accelerate its growth plans and have more flexibility to make selected acquisitions quicker.
"Given the competitive nature of the markets in which PTSG operates, this will be vital to maintain and grow PTSG’s sector leading position," it concluded.
KPMG corporate finance partner in Leeds, Giles Taylor, is a lead financial adviser to PTSG.
Pinsent Masons is acting as legal adviser to PTSG and Numis is acting as financial adviser, nominated adviser and broker to PTSG.