On 2 May 2012 it was announced that London-listed Kewill plc had accepted a takeover offer from Kinetic Bidco Limited, a newco vehicle owned by Francisco Fund Partners. The takeover was to be effected by scheme of arrangement, and the Scheme Court Meeting and the General Meeting were held on 25 May 2012, with the Kinetic takeover being approved by Kewill shareholders at those meetings.
The Scheme Court Hearing was duly scheduled for 13 June 2012 (today), which would have completed the scheme of arrangement and the takeover by Kinetic.
However, yesterday Kestrel Bidco Limited, a newco vehicle owned controlled by Symphony Technology Group, announced that it is making an offer for Kewill, which the Kewill board is now recommending (having switched its recommendation from the Kinetic bid). This Kestrel bid will also be effected by scheme of arrangement.
So what happens to the original Kinetic bid, which was due to the be signed off by the court today? Kewill has announced this morning that it “now intends to seek an adjournment of the hearing for the purposes of sanctioning the Kinetic Scheme which has been convened for this morning, 13 June 2012″. Presumably, assuming that the Kestrel bid now proceeds, that hearing will now never be held, as Kewill will have to go through a fresh court process for the Kestrel bid scheme of arrangement.
It is very unusual for a public bid carried out by scheme of arrangement to be gatecrashed after the Scheme Court Meeting (and related General Meeting) has already taken place, and so close to the date on which the original scheme would have become effective.
