Senior plc's board has reached agreement on a recommended cash acquisition by Zeus UK Bidco Limited, a vehicle under the control of investment funds advised by Tinicum Incorporated and Blackstone Inc.
Under the terms agreed, holders of Senior ordinary shares will receive 300 pence per share in total consideration. That amount comprises 297.85 pence in cash plus a final dividend of 2.15 pence for the fiscal year 2025. The cash element of the offer equates to a premium of 36.6% versus the six-month volume-weighted average price and a premium of 2.8% compared with the closing share price of 289.80 pence reported on Wednesday.
The offer values Senior's entire issued share capital at approximately 1.28 billion on a fully diluted basis, and implies an enterprise value of roughly 1.40 billion. In relation to reported performance metrics, the deal equates to 15.2 times Senior's adjusted EBITDA and 22.0 times its adjusted operating profit for the year ended December 31, 2025.
Senior's board, which received financial advice from Lazard in evaluating the terms, has concluded that the proposal is fair and reasonable. The directors plan to recommend that shareholders vote to approve the scheme at the court meeting and at the general meeting required to implement the transaction. The board members have given irrevocable undertakings to support the proposal for a combined total of 2,620,740 shares, which represent approximately 0.6% of Senior's ordinary share capital.
In addition to those director undertakings, BidCo has secured an irrevocable commitment from Alantra covering 72,307,009 shares, equal to about 17.2% of Senior's ordinary share capital. Taken together with the directors' holdings, the undertakings amount to irrevocable support for approximately 17.9% of the company's share capital.
The consortium has indicated a strategic intent to place Senior and AeroFlow Technologies - the latter having been recently acquired by Tinicum - into common ownership, stating that the combination would deliver complementary exposure to the aerospace sector and contribute to increased earnings resilience.
The acquisition remains conditional on shareholder approval and will be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The scheme document is expected to be published within 28 days of the announcement.
Ian King, Chairman of Senior, characterized the offer as an opportunity for shareholders to receive immediate cash value under an attractive enterprise valuation multiple. David Squires, Senior's Chief Executive Officer, said the proposal acknowledges the quality of the company, its people, its products and its growth prospects.
The transaction values and multiples cited above are those set out in the agreed terms and form the basis for the board's recommendation to shareholders. Execution of the scheme will depend on the prescribed shareholder votes and the court's approval under the Companies Act provisions noted.
Summary of next steps
The scheme document is expected within 28 days; shareholders will be asked to vote at a court meeting and general meeting. The bidder has secured irrevocable undertakings covering around 17.9% of the company's ordinary share capital in support of the proposal.