ScS Group, a prominent U.K. retailer specializing in upholstered furniture and floorings, has announced its acceptance of a £94.1 million ($115.2 million) takeover offer from Italian sofa-retailer Poltronesofa.

Deal Structure

According to the terms of the agreement, ScS shareholders will receive 280 pence per share in cash. This includes a cash consideration of 270 pence per share and a permitted final dividend of 10 pence. The total consideration represents a remarkable 66% premium to ScS’s closing share price of 169.0 pence on Monday.

Approval and Completion

The acquisition is still subject to shareholder and regulatory approval, among other conditions. It is expected to be finalized in the first quarter of 2024. This transaction values ScS at approximately £99.4 million on a fully diluted basis.

Unanimous Recommendation

Management at ScS has expressed its intention to unanimously recommend that shareholders vote in favor of the takeover. The company believes that Poltronesofa’s expertise and financial support will bring significant benefits and accelerate ScS’s current strategy.

Geographic Expansion and Market Entry

Poltronesofa’s decision to acquire ScS is part of its plan for geographic growth and entry into the U.K. sofa market. With its strategic positioning and combined knowledge, Poltronesofa aims to provide capital and support ScS’s development.

“The ScS board believes Poltronesofa will bring significant benefits to ScS through its broad industry expertise in addition to providing the necessary capital that would accelerate our current strategy, albeit in a private rather than public sphere,” shared Alan Smith, Chair of ScS.

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