Intertrust gathers interest from other suitors following CVC offer

Greg Gille
23 November 2021

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Intertrust has said it has received multiple expressions of interest for a potential public cash offer after announcing exclusive talks with CVC Capital Partners, according to a statement.

Each of these parties has submitted a conditional and non-binding proposal at offer prices of up to EUR 22 per share with dividend.

The board of Intertrust said it would be "carefully reviewing and evaluating all aspects of the conditional and non‑binding proposals". This review will cover the "strategic merits, deal certainty and financial and non-financial aspects" of the proposals.

The company said its board will continue to engage in discussions with all parties that have expressed their interest, ensuring a "fair and thorough process" with the aim to reach the best outcome for the company and its stakeholders.

Intertrust revealed on 12 November that it had temporarily entered into exclusive negotiations with CVC over a possible cash offer at EUR 18 per share, representing a premium of roughly 43% to the undisturbed share price.

Conversations with CVC started after Intertrust published its Q3 2021 results in October featuring limited growth, according to a recent Mergermarket report. The sponsor was previously on track to float its portfolio asset TMF, which is now set to merge with Intertrust, the report noted.

Mergermarket reported on 18 November that the ongoing takeover talks with CVC could prompt rival bids, but that earlier buyout explorations and regulatory uncertainties in the sector could limit the pool of possible interlopers, citing sources familiar with the company and sector advisers.

Suitors could see a renewed case to review the company, which was once in PE hands, one source said. It is a relatively capital-light, cash-generative business that could be leveraged up, another source noted, suggesting that a PE owner could reposition the business in private markets. However, the size of the ticket and regulatory and reputational headwinds in the sector could lower their appetite, three of the sources indicated.

The Dutch government is pushing ahead with a probe into the trust industry and its value for the Netherlands, as stated in a recent letter to parliament referencing the Pandora Papers leak, one source noted. It is not uncommon for limited partners in PE funds to be wary of businesses that are associated with tax arbitrage, a sector lawyer cited in the report said.