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Agility buys 13% stake in Menzies, ups bid to £6.05/share

Deal values Menzies at approximately £555 million. Any firm offer will now be at not less than 605 pence/share.

NAS must now announce a firm intention to make an offer or not for Menzies by March 9, 2022.
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NAS must now announce a firm intention to make an offer or not for Menzies by March 9, 2022.

(Story updated with statement from Menzies)

Agility Strategies Holding Limited, an entity under common control with and acting in concert with National Aviation Services (NAS), bought 12.1 million ordinary shares in Menzies, representing approximately 13.2 percent of the issued share capital of Menzies at a price of 605 pence (£6.05) per share. The deal thus values Menzies at approximately £555 million.

So, any firm offer for Menzies will now be at a price of not less than 605 pence (£6.05) per share.

The Menzies board noted the announcement by NAS and added that it has not received any further proposal from NAS.

"The board is confident in the execution of Menzies' strategy and the significant potential value creation that this strategy will deliver in the near and medium term through the full impact of management actions, the return of underlying volumes to pre-pandemic levels and its pipeline of higher margin opportunities. Menzies is well positioned as a global player in a market with proven structural growth and will benefit from the continued recovery in flight and freight volumes."

The statement also said the bard will consider the best interests of Menzies' shareholders and all actions to maximise shareholder value.

It may be recalled that NAS has made an "unsolicited" proposal to acquire the entire shareholding of John Menzies at 510 pence (£5.10) per share in cash.

The proposal follows an earlier unsolicited approach from NAS to the board regarding a possible all-cash offer at 460 pence (£4.60) per share, according to a statement from Menzies.

An offer of 605 pence (£6.05) per Menzies share would, if made, represent a premium of approximately:

*109 percent to Menzies' closing share price of 290 pence (£2.90) per share on February 2, 2022 (the date on which NAS made its second proposal to the Board of Menzies); and
*81 percent to Menzies' closing share price of 335 pence (£3.35) per share on February 8, 2022 (the day before Menzies entered an offer period).

"NAS continues to believe that the combination of the two businesses has a strong strategic and financial rationale. Menzies and NAS share highly complementary geographical footprints and product portfolios, with minimal overlap. NAS places importance on Menzies' Scottish heritage, its enviable brand, and its long-standing operational excellence across the globe. A combination with NAS would bring greater geographical diversification to Menzies, forging deeper relationships with the combined customer base," an official statement said.

"The acquisition of this significant stake demonstrates our seriousness and belief that a combination of Menzies and NAS offers a compelling opportunity to all stakeholders," says Hassan El-Houry, Chief Executive Officer, NAS. Once again we urge the Menzies board to engage with us so that we can put our compelling and deliverable offer to shareholders and secure Menzies' future in a highly uncertain environment."

NAS must now announce a firm intention to make an offer or not for Menzies not later than 5 p.m. (London time) on March 9, 2022.

The Menzies stock had zoomed over 42 percent to close at 478 pence (£4.78) after the initial announcement on the London Stock Exchange.

The stock has vaulted over 24 percent to 583 pence (£5.83) after the latest acquisition by Agility and NAS.

Menzies had reported an interim revenue of £415.8 million for six months to June 30, 2021 and a profit of £4.7 million after reporting a loss of £80.1 million in 2020.

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