08 Oct 2015
Acquisition, Reverse takeover
- Placing Size:
- Post Deal Mkt Cap: £256m
Conviviality completes £200m Matthew Clark acquisition
Zeus Capital has acted as financial adviser, nominated adviser and joint book-runner to Conviviality Retail Plc on its £200m acquisition and reverse takeover of Matthew Clark. On re-admission, Conviviality had a market capitalisation of approximately £285m.
Matthew Clark is a leading independent drinks wholesaler, with national reach in the UK, revenues of over £800m and adjusted EBITDA for the year ended 28 February 2015 of £25.3m. The acquisition of Matthew Clark by Conviviality will create a major UK drinks wholesaler with combined annual sales of over £1.1bn.
Conviviality acquired Matthew Clark in a highly competitive auction process, and was successful despite being in competition with a number of fully funded cash buyers. Zeus Capital’s innovative approach to fundraising, institutional relationships and capability to deliver complex equity market transactions on accelerated timetables were crucial in Conviviality obtaining exclusivity for the acquisition.
As part of the acquisition, Zeus Capital was responsible for the associated £170m debt refinancing package (£80m acquisition debt and £90m working capital facilities), in addition to a £130m equity fundraise.
Since the deal was announced, support for the acquisition from the market has been strong, with Conviviality’s share price increasing from a placing price of 150p to 183.5p at the close of business on 5 October 2015. Zeus Capital advised Conviviality on its original AIM listing in July 2013, when it raised £66.7m at a price of 100p per share to facilitate a full exit for its private equity owner, ECI Partners.
Chief Executive Officer at Conviviality Retail
Undertaking a reverse takeover, in a competitive process and with tight deadlines is a challenge that the team at Zeus expertly handled, working collaboratively with our other buy side advisors, the vendors, and providing management with excellent support at all times.
We are very pleased to have supported Diana and Conviviality on the transformational acquisition of Matthew Clark. The acquisition is a crucial next step for Conviviality, and is the latest part of a journey that since 2013 has seen Zeus advise Conviviality on its AIM listing, which provided a full exit for ECI and de-leveraged the business, and subsequently on a number of bolt on acquisitions.
This acquisition was achieved in very short timescales and with a high degree of complexity and competition. It is a testament to the professionalism, expertise and tenacity of all involved