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On 30 April 2021, the boards of Proactis Holdings plc (Proactis) and Cafe Bidco Limited (Bidco), a wholly-owned subsidiary of investment funds advised and managed by Pollen Street Capital Limited (PSC), that they have reached agreement for a recommended cash offer for the entire issued and to be issued share capital of Proactis, at £0.75 per share. The deal is the latest among an increasing trend of P2P transactions, with 67.7% P2P transactions announced since January 2021.

As an alternative to the cash offer, Proactis shareholders have the option to receive shares in Cafe Topco Limited, a wholly-owned indirect subsidiary of PSC and parent company of Bidco. The offer values Proactis at approximately £71.6 million and represents a 79.4% premium to Proactis’ closing price one day prior to the announcement. Proactis’ share price jumped by 77% on close of business of the announcement. Subject to shareholder approval, the scheme is expected to become effective in Q3 2021. 

Proactis is a cash management software company with operations in the United Kingdom, United States, France, Germany and the Netherlands. Most recently, Proactis encouraging half-year financial results, with the achievement of strategic milestones via the growth of its operations in France, Germany and the US and the award of significant contracts. PSC is a leading European private equity investor in the financial and business services sectors, and believes that a return to private ownership will enable Proactis to successfully capitalise on the trend of mid-market corporates seeking to digitalise processes and emerge as a global market leader for business spend management solutions.

 Alan Aubrey, Chairman of Proactis, said the following of the offer:

“We are pleased that Bidco is supportive of the acceleration of Proactis' existing strategy and believe that Proactis will benefit from Pollen Street Capital's considerable financial resources, longer-term approach to value creation, and significant experience in successfully backing high-growth businesses to achieve their full potential. As a result of the Acquisition, we believe Proactis will be both nimbler in executing its strategy and able to build a business capable of sustainable longer-term growth.

… the Proactis Directors have concluded that the Acquisition, which offers certainty of certain cash value to the Proactis Shareholders as well as the ability to retain a shareholding in the business going forward, is in the best interests of Proactis, its shareholders and wider stakeholders, and as such are unanimously recommending the Cash Offer to shareholders."

Market Tracker will continue to monitor this transaction as it develops.