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Interserve announces possible Mouchel offer

Interserve has confirmed that it has approached the Board of Mouchel with an indicative proposal to acquire the company.

Discussions between Interserve and Mouchel are ongoing and Interserve has been given access to certain diligence materials.

Interserve’s Proposal is a combination of cash and shares and Interserve said it believes that, if made, the Proposal would be highly attractive to Mouchel shareholders.

Interserve’s strategic rationale for the proposed transaction is to create an enlarged group that is “a fully integrated market leader in consultancy and support services, particularly in key BPO and infrastructure markets”, combining “the combination of the complementary range of services of the two companies”.

Interserve said its proposal has a number of key attractions for Mouchel shareholders. It said the balance sheet of an enlarged Interserve is much stronger than the standalone position of Mouchel.

It also said it would be seen as a constructive partner for Mouchel’s existing JV partners, both in the UK and internationally and, more broadly, that the combination would accelerate the enlarged group’s international scale and reach.

Interserve said it would be prepared to include a “mix and match” election within its proposed offer structure, allowing Mouchel shareholders to elect for more cash or more equity consideration, depending on their and other shareholders’ elections.

The making of any offer is subject to the following preconditions:

  1. Interserve concluding satisfactory due diligence;
  2. the arrangement of financing;
  3. the unanimous recommendation by the Board of Mouchel in respect of any offer by Interserve;
  4. each member of the Board of Directors of Mouchel giving irrevocable undertakings to accept any offer in respect of all of their Mouchel shares; and
  5. the agreement of Mouchel to a standard break fee becoming payable to Interserve in certain circumstances as is customary for a transaction of this sort.

Interserve said there is no certainty that an offer will be made, and that a further announcement will be made when appropriate.

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