Gamma Communications (LON: GAMA) has adjourned the shareholder meetings on its takeover to the 2nd of November, after too few investors voted. The board still unanimously recommends the 1,120p-a-share cash offer from Bradbury Bidco, which now says that price is final.
Gamma shares were 1,093p at 11.28am today, down 0.82% from Friday’s close of 1,102p. That is 27p, or 2.47%, below the offer price. Closes have stayed between 1,091p and 1,102p since the 5th of October.
Bidco is a newly formed vehicle controlled by funds managed or advised by Epiris GP III Limited and its affiliates. The offer was announced on the 1st of September, and the scheme document went out on the 25th of September, with shareholder meetings set for tomorrow.
In its offer update this morning, Gamma said proxy votes received covered less than 40% of eligible shares, materially lower than at recent annual general meetings. The board attributed the turnout to one group of holders:
The Board of Gamma believes that the current level of participation is due, in large part, to a significant proportion (approximately 50 per cent) of the economic interests in the Company being held by merger arbitrage funds which have only recently established their positions.
Gamma Communications board
Bidco confirmed the price is its final offer and will not be increased. It reserves the right to raise it only if a third party announces a possible offer or firm intention to bid, or in wholly exceptional circumstances with the Takeover Panel’s consent. Gamma’s board said it is not in discussions with any other party about a competing offer.
Any dividend or other distribution Gamma pays after today would reduce the price by the same amount. Directors’ irrevocable undertakings, their binding commitments to vote in favour, cover 114,824 shares, about 0.13% of shares in issue excluding treasury shares, as at the 24th of September.
All antitrust and regulatory filings have been submitted and German merger control clearance has been received. The scheme is now expected to take effect in the first quarter of 2027, rather than the first half as previously anticipated. The long stop date is the 31st of August 2027.
Tomorrow’s meetings will deal only with the adjournment, and directors recommend shareholders do not attend. The Court Meeting and General Meeting reconvene on the 2nd of November at 8.30am and 8.45am, with proxy forms due on Thursday the 29th of October and existing proxies still valid.