Outsourcing and infrastructure company Interserve Plc has confirmed that it has made an approach to the Board of Mouchel with a proposal to acquire the entire issued and to be issued share capital of Mouchel.
In a statement, the company said it noted the recent press speculation regarding a possible offer, and that discussions between Interserve and Mouchel were ongoing. Interserve also said it been given access to certain diligence materials and confirmed that it had entered into the co-operation agreement referred to in the announcement by Mouchel on 24 February 2011.
The Interserve proposal is a combination of cash and shares which Interserve said would be highly attractive to Mouchel shareholders.
Interserve’s strategic rationale for the proposed transaction is to create an enlarged group that is a fully integrated market leader in consultancy and support services, particularly in key BPO and infrastructure markets, through the combination of the complementary range of services of the two companies, for the benefit of both sets of shareholders and stakeholders.
Interserve believes its proposal has a number of key attractions for Mouchel shareholders:
- The balance sheet of an enlarged Interserve is much stronger than the standalone position of Mouchel.
- Interserve’s approach is friendly, strategically compelling and the Company sees itself as an excellent home for Mouchel and its people;
- Interserve believes that it would be seen as a constructive partner for Mouchel’s existing JV partners, both in the UK and internationally and, more broadly, that the combination would accelerate the enlarged group’s international scale and reach. Interserve believes that the combination of Interserve and Mouchel would provide a much stronger platform from which to target the rapidly growing market for fully integrated outsourcing services.
The making of an offer is subject to a number of preconditions, including Interserve concluding satisfactory due diligence and the arrangement of financing.
Interserve are also seeking the unanimous recommendation by the Mouchel Board in respect of any offer and each member of the Board giving irrevocable undertakings to accept any offer in respect of all of their Mouchel shares.
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