NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Garda World Security Corporation
("GardaWorld") through its wholly-owned subsidiary
Fleming Capital Securities, Inc. ("Fleming")
GardaWorld stands firm at 235p as its final offer for G4S plc
GardaWorld, the world's largest privately owned security services and cash services company, has decided to stay firm with its previously announced increased offer (made through its wholly-owned subsidiary Fleming) of 235 pence per share to acquire the entire issued and to be issued share capital of G4S plc ("G4S") ("Increased Offer"). As a result, GardaWorld's Increased Offer is final and will not be revised.
Stephan Crétier, Founder, Chairman, President and CEO of GardaWorld said:
"There can be no better owner for G4S than GardaWorld, but we are disciplined buyers and we will not overpay for a company with systemic ESG issues that continue to come to light.
"GardaWorld has the skills, expertise and ambition to take on the challenges that G4S faces. We understand the people-oriented nature of our industry, we have a deep understanding of complex operating environments and a successful track record of profitably growing businesses.
"But a successful integration of G4S, a 530,000-employee platform operating in 85 countries will require sizeable resources; addressing its issues will require greater investment and without satisfactory engagement from G4S we have been unable to complete our due diligence.
"In light of the above, we have concluded that priced above 235 pence per share, there are better and less risky opportunities available to GardaWorld. We will continue to capture such opportunities as we actively pursue our growth as a value-added partner of choice in the security and specialized services space."
For more information
Stephan Crétier, Founder, Chairman, President and CEO
Raymond Svider, Partner and Chairman
Paolo Notarnicola, Partner
c/o Montfort Communications
+44 (0)77 3970 1634
+44 (0)78 1234 5205
Barclays Bank PLC, acting through its Investment Bank, as Joint Lead Financial Adviser to GardaWorld
+44 (0)20 7623 2323
UBS, as Joint Lead Financial Adviser to GardaWorld
+44 (0)20 7568 1000
BofA Securities, as Joint Lead Financial Adviser to GardaWorld
+44 (0)20 7628 1000
Jefferies, as Financial Adviser to GardaWorld
+44 (0)20 7029 8000
Simpson Thacher & Bartlett LLP is retained as legal advisor to Fleming, GardaWorld and BC Partners.
GardaWorld is the largest privately-owned security services and cash services company in the world, offering physical security services, end-to-end cash management solutions and security risk management, with Crisis24. A partner of choice for private companies, governments, humanitarian organizations and multinationals, GardaWorld employs more than 102,000 highly skilled, dedicated professionals who serve a diverse clientele in North America, Africa, Asia and the Middle East. For more information please visit www.garda.com.
About BC Partners
BC Partners is a leading international investment firm with over €27 billion of assets under management in private equity, private credit and real estate. Established in 1986, BC Partners is a pioneer in European private equity, where it has maintained a leading position for over three decades and has also successfully invested in North America for over a decade. Today, BC Partners executives operate as an integrated team through the firm's offices in North America and Europe. Since inception, BC Partners Private Equity has completed 117 private equity investments in companies with a total enterprise value of €148 billion and is currently investing its tenth private equity fund. For more information, please visit www.bcpartners.com.
Important notices relating to financial advisers
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for GardaWorld and Fleming and no one else in connection with the matters described herein and will not be responsible to anyone other than GardaWorld or Fleming for providing the protections afforded to clients of Barclays nor for providing advice in relation to the other matters referred to herein.
UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the FCA and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS AG London Branch and UBS Securities LLC (collectively, "UBS") are acting exclusively for GardaWorld and Fleming and no one else in connection with the matters described herein and will not be responsible to anyone other than GardaWorld or Fleming for providing the protections afforded to clients of UBS nor for providing advice in relation to the matters referred to herein.
Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for GardaWorld and Fleming and no one else in connection with the matters described herein and will not be responsible to anyone other than GardaWorld or Fleming for providing the protections afforded to clients of BofA Securities nor for providing advice in relation to the matters referred to herein.
Jefferies International Limited ("Jefferies") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for GardaWorld and Fleming and no one else in connection with the Increased Offer and shall not be responsible to anyone other than GardaWorld or Fleming for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the matters referred to herein. Neither Jefferies, nor any of its affiliates, subsidiaries or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than GardaWorld or Fleming in connection with any statement contained herein or otherwise.
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the offer referenced herein or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Increased Offer will be implemented solely pursuant to the terms of the increased offer document (dated 2 December 2020) ("Increased Offer Document"), the original offer document (dated 17 October 2020) ("Original Offer Document") and the accompanying second form of acceptance (dated 2 December 2020) ("Second Form of Acceptance") which, together, contain the full terms and conditions of the Increased Offer, including details of how to accept the Increased Offer.
G4S Shareholders are advised to read the Increased Offer Document, the Original Offer Document and the Second Form of Acceptance carefully because they contain important information in relation to the Increased Offer. Any decision by G4S Shareholders in respect of the Increased Offer should be made only on the basis of the information contained in the Increased Offer Document, the Original Offer Document and the Second Form of Acceptance.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange ("LSE") and the Financial Conduct Authority ("FCA").
Publication on website and availability of hard copies
A copy of this announcement and the documents required by Rule 26 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on GardaWorld's website (www.garda.com/investors/g4s) by no later than 12 noon (London time) on the Business Day following this announcement. The content of the websites referred to in this announcement are not incorporated into and does not form part of this announcement.
Subject to certain restrictions relating to persons in any Restricted Jurisdictions, G4S Shareholders may request a hard copy of the Increased Offer Document, the Original Offer Document and the Second Form of Acceptance by contacting Computershare, by telephone between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays) on 0370 707 4021 or, if calling from outside the United Kingdom, +44 (0) 370 707 4021. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Increased Offer nor give any financial, legal or tax advice.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are located in the United Kingdom or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.