DCC Energy (LSE: DCC), formerly DCC plc, the Dublin-based distributor of fuels, LPG, power and energy solutions, agreed at 7am today to sell its Nexora technology division to One Equity Partners. The company estimates the sale would add 42p a share on top of the 6,525p cash takeover price already agreed.
The shares closed today at 6,425p, down 20p or 0.31% from 6,445p, after a session range of 6,425p to 6,445p. Closes have ranged from 6,285p to 6,445p since the 27th of July, and the stock is 2.2% above the 6,285p close on the 24th of July, the last before the offer.
The buyers are investment subsidiaries managed by One Equity Partners, a middle-market private equity firm founded in 2001 and spun out of J.P. Morgan in 2015. The price is a $725m total enterprise value, cash-free and debt-free, meaning it excludes Nexora’s cash and borrowings. Jefferies was sole financial adviser on the sale. Donal Murphy, Chief Executive of DCC Energy, said:
This transaction recognises the quality of the business that the Nexora team has built and, subject to completion, will deliver additional value for DCC Energy shareholders.
Donal Murphy, DCC Energy
The sale matters because of how the takeover is built. Dragon Bidco, the vehicle for funds advised by Energy Capital Partners and KKR, announced the deal on the 27th of July, and shareholders approved it on the 18th of September. Holders receive 6,525p in cash, plus up to 125p more depending on what Nexora’s net proceeds turn out to be.
The extra payment is scaled: net proceeds of $650m or less pay nothing extra, and $800m or more pays the full 125p. DCC Energy estimates net proceeds of $701m, giving 42p a share, assuming completion on the 1st of March 2027 and no leakage, meaning no value lost beforehand.
The 6,525p price is unchanged, and this is not a fresh bid. Adding the 42p estimate gives 6,567p, and today’s close is 142p, or 2.2%, below that. It is 100p, or 1.5%, below the cash price alone.
The 42p is an estimate, and DCC Energy said there is no guarantee the sale completes or that any additional consideration becomes payable. Completion needs regulatory approvals, and the extra payment is zero if the conditions are not met by the 31st of July 2027.
