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On 05 April 2023, Unbound Group PLC, UK listed online footwear seller, announced that they received an unconditional competing proposal from Marwyn Investment Management LLP ("Marwyn"), an acquisition vehicle, offering to provide a £10 million investment via an equity placing at an issue price of GBp 10.50 per Unbound share ("the Fundraise"). This represents a 29.31% premium to the closing price of GBp 8,12 on 04 April 2023, one trading day before the announcement. The fundraising offer matches the previous competing potential offer from WoolOvers Group Limited dated on 28 March 2023 and represents a 162.5% premium to the closing price of GBp 4.08 on 27 March 2023, one trading day before the beginning of the merger siege situation.
The current Merger Arbitrage spread is at 10.53% based on a closing price of GBp 9.5 on 14 April 2023, the last trading day before publishing this story.
Marwyn's offer intendeds to be a cornerstone to, but not conditional on, a wider equity placing. In addition, Marwyn has proposed that all existing shareholders should have an opportunity to participate in the offer. Marwyn's proposal is unconditional both as to diligence requirements and as to the quantum of additional capital contributed by existing Unbound shareholders but the proposal is subject to certain other terms and conditions, principally: 1) the granting by the Takeover Panel of a waiver of the obligation for Marwyn to make a general offer for the Company under Rule 9.0 of the City Code on Takeovers and Mergers ("the Code") which would otherwise be triggered by the Fundraise; and 2) the approval of Unbound's EGM of the resolutions necessary to implement the Fundraise.
Previously, on 28 March 2023, Unbound Group PLC, UK listed online footwear seller, announced that it is in discussions with WoolOvers Group Limited, a UK knitwear and footwear seller for the elderly, in relation to a cash offer for the entire issued and to be issued share capital of Unbound Group. The possible offer of GBp 10.50 per share represents a 162.5% premium to the closing price of GBp 4.08 on 27 March 2023, one trading day before the announcement. This values Unbound Group at £6.85 million.The possible offer is subject to certain pre-conditions, including due diligence, financing arrangements and unanimous recommendation by the board of Unbound Group PLC. There are various risks and uncertainties, including regulatory approvals, shareholder approvals, market conditions and other factors. According to an undisclosed source close to the situation the bidder will be seeking at least 90% acceptances from the existing shareholders.
WoolOvers now have until 25 April 2023 to either announce a firm intention to make an offer for Unbound in accordance with Rule 2.7 of the UK Takeover Code or announce that it does not intend to make an offer for Unbound.
However, unconfirmed takeovers have on average only a 30% chance of completing, according to an undisclosed source familiar with the UK takeover regime. Should the offer go through, it is expected to commence no later than 23 May 2023 and to become unconditional as to acceptances no later than by 24 July 2023 according to the same source.
Bloomberg Whistleblower