Stephenson Harwood Advised Bd-Capital On £82m Takeover Offer For Science In Sport
Stephenson Harwood Advised Bd-Capital On £82m Takeover Offer For Science In Sport
Stephenson Harwood LLP advised bd capital Partners Limited ('bd capital') on its proposed public-to-private takeover of AIM-listed Science in Sport plc ('SiS').
SiS was founded in 1992 and admitted to trading on AIM since August 2013. It is a leading sports nutrition business that develops, manufactures, and markets innovative nutrition products for professional athletes, sports and fitness enthusiasts and the active lifestyle community, with production facilities based in Blackburn, United Kingdom.
SiS has two highly regarded brands: PhD, a premium active-nutrition brand targeting the active lifestyle community; and SiS, a leading endurance nutrition brand for elite athletes and professional sports teams. SiS has a core range comprising gels, powders and bars focused on hydration and recovery, and is an official endurance nutrition supplier to multiple professional teams, organisations and clubs worldwide.
bd-capital, a key client of London Private Equity partners Malcolm MacDougall and Chris Manning, was founded in 2019 by Andrew Dawson (former Partner at Advent International), and Richard Baker (former FTSE 100 CEO and Chairman, and Advent Operating Partner). bd-capital is a private equity firm that follows an operator-led investment strategy, making majority investments in mid-market businesses headquartered in the UK, Benelux and Iberia, which operate in industries that are experiencing enduring structural growth across the healthcare, services and consumer sectors. bd-capital has raised two funds since its inception, and, currently, has over €800 million in assets under management.
If successful, the proposed acquisition of SiS would represent bd-capital’s third investment in the consumer healthcare space, following its previous investments in Symprove, a gut health food supplement brand, and Bonusan, a pan-European vitamins, minerals and supplements brand.
The takeover offer comprises a recommended all-cash offer by Einstein Bidco Limited, a wholly-owned subsidiary of bd-capital’s second fund. The transaction will be effected by a court-sanctioned scheme of arrangement in accordance with the UK Companies Act and the Takeover Code, with an offer price of 34p per share values SiS at over £82m.
As well as advising bd-capital on its obligations under the Takeover Code, the firm is also advising on the terms of the rollover arrangements proposed to be entered into by certain members of SiS management, in respect of their continued participation in the business post-completion. Investec Bank is acting as financial adviser to bd-capital on the proposed acquisition. Panmure Liberum is providing independent financial advice to the SiS Independent Directors for the purposes of Rule 3 of the Takeover Code.
The Stephenson Harwood team was led by David Dowding (Partner, Corporate Finance) and Chris Manning (Partner, Private Equity), supported by Victoria Silver (Managing Associate), and Bryton Chin, Kunal Shah, and Harry House (Associates).
On incentives, the team was led by Nicholas Stretch (Partner) with support from Sue Farrow (Consultant).
The due diligence team involved Sally Samadi (Partner, Intellectual Property, Tech & Data), Alexandra Pygall (Partner, Intellectual Property, Tech & Data), Matthew Angell (Associate), and Alice Routh (Associate); Richard Freedman (Partner, Employment), and Natalie Edwards (Managing Associate); Catriona Berman (Partner, Real Estate) and Stephanie Sagar (Associate); Julie Romer (Partner, Finance), Lucia Barretto (Associate), and Katherine Emerson (Associate); Naeem Noor (Counsel, Pensions) and Julia Cooper (Associate); and Ryan Fordham (Partner, Projects, Energy & Infrastructure), Nick Abel-Smith (Partner, Projects, Energy & Infrastructure), and Feroze Abbas (Partner, Projects, Energy & Infrastructure), along with Rebecca Daniels (Managing Associate), Edward Irving (Managing Associate), Anna Prebble (Associate), and Sophie-Anne Brown (Associate).
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