The €50m mandatory public takeover bid in cash by Congra Software S.À.R.L for Global Graphics PLC. Global Graphics, based in Cambridge, UK, is a leading developer of platforms for digital inkjet printing and type design and development under the Global Graphics, Meteor and URW brands. Congra is a Luxemburg registered holding company which, through its subsidiaries, develops and sells enterprise software for the graphics arts industry under the HYBRID Software name. The takeover bid was triggered by the acquisition by Congra of shares in Global Graphics taking its shareholding in Global Graphics above the 30% threshold which, under both UK and Belgian takeover rules, required Congra to make a mandatory offer, in cash, for the remaining share capital.
With Global Graphics’ shares being listed on Euronext in Brussels but headquartered in the UK, the takeover bid was jointly regulated by the Belgian FSMA and the UK Takeover Panel. The assignment required us to apply our expertise in public company transactions in a cross border, joint jurisdiction environment, utilising familiar principles but under the framework of the Belgian Takeover Act and Belgian Takeover Decree, as regulated by the Belgian Financial Services and Markets Authority. We advised the board of Global Graphics on the terms of the offer and provided an opinion on the equitableness of the financial terms of the offer so far as Global Graphics shareholders were concerned.
WHAT OUR CLIENT SAID:
“The Cattaneo team’s in-depth knowledge of public company transactions was immediately apparent and allowed them to quickly get to grips with the nuances of the unfamiliar joint jurisdiction approach. They provided clear advice to us on the terms of the takeover bid and assisted the board in formulating its response to the bid as included in the circular posted to shareholders.”
Graeme Huttley, Chief Financial Officer, Global Graphics