LONDON: Ashtead Technology Holdings PLC said Wednesday that its board has agreed to a recommended cash acquisition by Bidco, which will pay 615 pence per share for the entire issued and to-be-issued share capital of the subsea technology company.

Pine Acquisition UK Bidco Limited is a company controlled by funds managed and advised by Ember Infrastructure Management.

The deal values Ashtead Technology at about £505 million on a fully diluted basis and is intended to be carried out through a scheme of arrangement under Part 26 of the Companies Act.

The 615-pence offer represents an 80.9% premium to Ashtead Technology’s closing price of 340 pence on Sept. 22, the last business day before the offer period began. It also represents a 59.3% premium to the company’s three-month volume-weighted average price of 386.1 pence and a 60.2% premium to its 12-month volume-weighted average price of 383.8 pence through the same date.

Bill Shannon, Chairman of Ashtead Technology, said: “Ashtead Technology is a market leader in the subsea technology sector, operating a high-performing business led by a proven and experienced management team with a strong track record of strategic execution.

In recent years, the Ashtead Technology Group has demonstrated resilience despite a challenging market and geopolitical backdrop, continuing to deliver on its strategy, driven by rising global demand for its cutting-edge technical capabilities and through the breadth of its longstanding customer relationships.

Throughout this process, the board’s priority has been to ensure that the high quality of the Ashtead Technology Group and its prospects are fairly recognised in the terms of Ember’s cash offer.

The board believes that the Acquisition recognises the strength of the Ashtead Technology Group and provides shareholders with a compelling opportunity to realise significant value today when compared with the risk-adjusted return that would be expected to be delivered through the execution of Ashtead Technology’s standalone strategy.

Accordingly, the Ashtead Technology Board intends to recommend that shareholders vote in favour of the Acquisition.”

Commenting on the acquisition, Elena Savostianova, Founder and Managing Partner of Ember, said: “Ashtead Technology has established itself as a category leader in subsea technology solutions through the depth of its technical expertise, the scale and breadth of its fleet, the strength of its service culture, and its disciplined commitment to continuous improvement.

Ember greatly admires the business that the world-class team at Ashtead Technology has built, and we are proud to be partnering with them on the Company’s next phase of growth.

We will support the Company in pursuing its current strategy with greater ambition and with the support of additional long-term private capital. We look forward to continuing to invest in the fleet, technology, and people as Ashtead Technology extends its capabilities and international reach.”

Ember is made up of a team of long-time investors in the global energy and renewables markets who have a strong understanding of the underlying demand drivers shaping the landscape in which Ashtead Technology operates. Using this experience, Ember has identified Ashtead Technology as a highly attractive opportunity to acquire a market leading business in the subsea infrastructure solutions market, differentiated by the breadth of its offering, its technical capabilities and global reach and network of long-standing customer relationships in attractive end markets.

The Acquisition represents an opportunity that resonates strongly with the core thesis of Ember’s investments: backing exceptionally strong existing management teams operating a proven business in critical infrastructure end markets with strong secular tailwinds for growth. Ember is supportive of the Ashtead Technology management team’s existing strategy and believes there is significant opportunity to accelerate growth and the operational and commercial ambitions of Ashtead Technology through providing the partnership, resources and capital support required to rapidly accelerate organic growth as well as the significant M&A opportunities available to Ashtead Technology.

Ember believes that Ashtead Technology’s next phase of growth and development will be best served as a private company. Under private ownership, Ember will provide greater financial resources and access to long-term capital and enable longer-term business and strategic planning, allowing management to invest with greater flexibility and pursue opportunities that may have taken longer to realise under the constraints of the public markets.

Ember will provide the strategic guidance and operational support to allow Ashtead Technology to grow its businesses sustainably to create value for the benefit of all stakeholders.