Wagamama owner’s shareholders back circa £500m takeover: Shareholders of The Restaurant Group (TRG), the owner of Wagamama and Brunning & Price, have formally approved the proposed cash acquisition of the company by US private equity firm Apollo Global Management, which values it at just over £500m. In total, circa 93.5% of TRG’s shareholders by value voted in favour of the deal, which will see the Andy Hornby-led group taken private before the end of this year, with its shares set to cease trading on 21 December 2023. TRG said: “In total, at the court meeting, 93.46% by value of scheme shareholders (as against a threshold of 75%) and 75.59% in number (as against a threshold of at least 50%) voted to approve the scheme. In total, at the general meeting, 93.53% by value of TRG shareholders (as against a threshold of 75%) voted to pass the special resolution to implement the scheme.” Alex van Hoek, a partner in Apollo Global Management’s private equity business, said: “Following the decisive vote today we look forward to working together with the TRG management team: to accelerate its long-term growth strategy, providing the necessary capital and leveraging our significant industry experience in consumer businesses.” In October, Rock BidCo (Bidco) – a new vehicle from Apollo Global Management and TRG announced that they had reached agreement on the terms and conditions of a recommended all cash acquisition by Bidco of TRG. The acquisition valued TRG at approximately £506m on a fully diluted basis, and implied an enterprise value of £701m and a multiple of approximately 9.0 times TRG’s adjusted Ebitda for the 12 months ended 2 July 2023. The acquisition price per scheme share represented a premium of approximately: 67% to the volume-weighted average price of 39p per TRG share for the 12-month period ended 11 October 2023. The bid had received the support of TRG’s directors and activist shareholders Oasis Management Company and Irenic Capital. Later the same month, it was reported that PizzaExpress was considering a move to gatecrash the takeover of TRG. This led to the Wagamama-owner confirming it had received interest from PizzaExpress, but that no offer had yet been made for the business. However, at the start of this month, the owner of PizzaExpress said it would not make an offer for TRG. At the time of the initial deal agreement, Apollo said it had closely followed TRG over many years and believed that the business was a “high quality and leading company in the casual dining market with an attractive portfolio of concepts and brands and an experienced management team with a clear vision and strategy for the future direction of TRG”. It said: “Apollo believes TRG has established itself as a highly regarded operator, with the necessary capabilities and scale required to attract and retain customers and the best talent in the industry. Bidco holds the TRG management team in high regard and values its operational expertise and experience. Bidco intends to work with the existing management and employees of TRG to support the business with a view to providing attractive and sustained growth and development opportunities for TRG’s stakeholders. Apollo is highly supportive of TRG’s management strategy and it is confident in the future prospects of TRG’s businesses. Apollo is excited to partner with TRG to continue developing the business by investing in the customer offering and future growth of its footprint. Through Apollo’s deep industry knowledge and the successful track record of the Apollo Funds’ investments in the consumer, retail and hospitality sectors, Apollo is qualified to support TRG and its management team through the next phase of growth for Wagamama, pubs and concessions. Finally, Apollo believes that the development of TRG will be best served as a private business under Bidco’s ownership, with access to capital and the benefit of a long-term investment approach. This will allow it to continue to deliver on its strategic objectives whilst enabling it to respond to structural changes in its industry in the medium and long term.” TRG features in the Propel Turnover & Profits Blue Book. Its turnover of £883,000,000 in the year to 1 January 2023 is the 16th highest in the database. The Blue Book ranks companies by turnover, profit and profit conversion, listing directors’ earnings for the past five years. Companies can now have an unlimited number of people receive access to Propel Premium for a year for £995 plus VAT – whether they are an operator or a supplier. The single subscription rate is £495 plus VAT for operators and £595 plus VAT for suppliers. Email kai.kirkman@propelinfo.com to upgrade your subscription.