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Morning Briefing for pub, restaurant and food wervice operators

Tue 10th Oct 2017 - Revolution rejects revised merger proposal by Deltic and again invites cash offer
Revolution rejects revised merger proposal by Deltic and again invites cash offer: Revolution Bars Group has rejected the revised merger proposal from Deltic and again invited the company to make a cash offer. Revolution stated: “The board of Revolution Bars Group has carefully reviewed the announcement of a revised merger proposal released on 9 October by Deltic Group and Ranimul. The board maintains and reiterates that it does not believe that the revised merger proposal would create shareholder value for Revolution’s existing shareholders in excess of the certain and immediate value represented by the recommended 203p cash offer from Stonegate Pub Group, which is expected to result in Revolution shareholders receiving cash in early November if shareholders vote in favour of Stonegate’s offer on 17 October. In addition, the board draws the attention of Revolution shareholders to the following key points. Save for the addition of a possible alternative proposal involving the Ranimul loan, the board notes the revised merger proposal is the same as the original merger proposal set out by Deltic in its announcement of a merger proposal and its subsequent merger proposal clarification released on 5 October. The board does not consider the addition of this possible alternative has a material impact on its repeatedly stated concerns over both the value and deliverability of a proposed combination of Revolution and Deltic. The board urges Revolution shareholders to read in full its response of yesterday (Monday, 9 October), which sets out its detailed concerns on both the value and deliverability of this non-binding merger proposal. The board reiterates that it encourages Deltic to make a cash offer for Revolution rather than continuing to focus on its merger proposal. The board notes that, in accordance with the statement made by the Takeover Panel on 21 September, and unless the panel executive consents otherwise, Deltic must, by 5pm today (Tuesday, 10 October), either announce a firm intention to make an offer for Revolution under rule 2.7 of the code or announce it does not intend to make an offer for Revolution. In the event Deltic announces it does not intend to make an offer for Revolution, Deltic and any person(s) acting in concert with it will, except with the consent of the panel executive, be bound by the restrictions contained in rule 2.8 of the code in respect of any offer or merger proposal for six months from the date of such announcement. The board has recommended the cash offer from Stonegate and notes the shareholder meetings will take place on 17 October. If shareholders approve this offer, the transaction is expected to become effective on 23 October. Revolution shareholders are, therefore, encouraged to lodge their votes in favour of Stonegate’s recommended cash offer as soon as possible. Further information in relation to the recommended cash offer is set out in the scheme document published by Revolution on 20 September and in the supplementary circular published by Revolution on 3 October. A further statement will be made as appropriate.”

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