Gamma Communications (LON: GAMA) has adjourned the shareholder votes on its takeover to the 2nd of November, and bidder Bradbury Bidco has confirmed its 1,120p cash offer is final. The deal is now expected to complete in the first quarter of 2027, rather than the first half.
The shares were about 1,090p at 8.06am, down 1.09% from Friday’s close of 1,102p. That leaves them 2.7% below the offer; on Friday the gap was 1.6%. They had held between 1,091p and 1,102p from the 2nd of October until Friday.
The takeover is structured as a scheme of arrangement, a court-approved process that needs a majority of scheme shareholders at a Court Meeting plus a resolution at a General Meeting. Both were due tomorrow. Votes so far are materially lower than at recent annual meetings, with proxies, or advance votes, received for less than 40% of eligible shares.
Gamma’s board believes that is largely because about 50% of the economic interest is held by merger arbitrage funds, which trade on the gap between a bid price and a share price, and which only recently built positions. Tomorrow’s meetings will only adjourn, and directors recommend shareholders do not attend.
Bidco, a newly formed vehicle controlled by funds managed or advised by Epiris GP III Limited and affiliates, agreed the 1,120p price on the 1st of September. It says it will raise the offer only if a third party announces a possible or firm offer on or after today, or in wholly exceptional circumstances with the Panel’s consent. Any Gamma dividend would reduce the price. Gamma’s board says it is not in talks with any other party about a competing offer.
The meetings reconvene on the 2nd of November, with the Court Meeting at 8.30am and the General Meeting at 8.45am, at Investec Bank, 30 Gresham Street. Proxy forms are due by 8.30am and 8.45am on Thursday the 29th of October, and votes already lodged remain valid.
German merger control clearance has been received and all other antitrust and regulatory filings have been submitted. Directors unanimously recommend the offer, and those holding shares have irrevocably voted in favour of 114,824 shares, about 0.13% of shares in issue.
With the price fixed at 1,120p, the 2.7% gap to the offer looks more like a discount for a later vote and a later payout than a bet on a higher bid.