Royal Bank Private Equity has backed a GBP441 million bid for Britax International by newco Seton House Acquisition, to take Britax private. The offer was for 147p per share, 10 per cent above the closing price on the shares’ last day of trading before the announcement. Based in Warwick, UK, the manufacturing company is focused on safety and transportation.
Britax’s chief executive, Bernard Brogan, is leading the buyout. Executive directors Mark Ellsmore and Stephen Duffield are also investing. Lehman Brothers (advised by Ashursts) provided GBP348 million senior and mezzanine debt.
Britax has been strategically repositioning its business activities through a number of acquisitions and divestments. It is now geared around three key sectors, aircraft interior systems (supplying the civil aviation industry with seating, toilets and other interior fittings), childcare safety systems (producing car seats and nursery products) and specialised vehicle systems (producing video surveillance, speed measuring and lighting systems). However, Jim Lavery, corporate partner at Pinsent Curtis Biddle, which advised Britax’s management in the deal, said: “The company has become disenchanted with the market response to the reshaping of its business and believes share performance does not reflect its true value or prospects.”
The company’s share price continued to suffer last summer when accounting irregularities were discovered in the books of Rumbold, one of Britax’s aviation manufacturing subsidiaries.
On his appointment in November 2000 Brogan began a strategic review of the company, however the share price only began to pick up again in January when it became known a delisting or buyout offers were being considered.
David Newlands, chairman of Britax, said: “I believe that the underlying strength of the Britax businesses will provide a solid foundation for their future development under new ownership. We are pleased to recommend this offer, which we believe represents immediate, fair and reasonable value for
Last year Britax reported operating profits of GBP44.9 million on a turnover of GBP429.6 million.
Advisers on the deal include Macfarlanes and Pricewaterhouse-Coopers for Royal Bank Private Equity and Seton House Acquisition, Hammond Suddards Edge for Pricewaterhouse-Coopers, Pinsent Curtis Biddle for the management team and Eversheds and Lazards for Britax.