CVC ends discussions with Intertrust

Harriet Matthews
01 December 2021

Tweet
Facebook
LinkedIn
Google plus
Send to

CVC Capital Partners has announced that it is no longer in discussions with listed trust and corporate management services firm Intertrust about a potential public offer and combination with portfolio company TMF Group.

Netherlands-headquartered Intertrust confirmed in a press release on 12 November 2021 that it was in exclusive discussions for a potential offer, which stood at EUR 18 per share with dividend, representing a 43% premium to Intertrust's undisturbed share price and valuing the company at EUR 1.63bn.

Unquote sister publication Mergermarket reported later that month that this announcement could prompt rival bids, although regulatory uncertainties could limit the number of potential buyers. A planned Dutch government review into the trust sector and the company's potential association with tax arbitrage could also put off sponsors.

Discussions with CVC initially began after the company posted its results for Q3 2021, which showed limited growth, Mergermarket reported. The sponsor was planning to float its portfolio asset and Netherlands market peer TMF, which it acquired in 2017 in a EUR 1.75bn deal via its seventh flagship fund, but intended to combine the company with Intertrust if the talks were successful, Mergermarket reported.

Freshfields Bruckhaus Deringer was advising CVC on the legal aspects of the deal, with Clifford Chance advising on the Dutch public law aspects. Later in November, Mergermarket reported that Intertrust had mandated De Brauw as its legal adviser. The same report stated that at least two other bidders were now involved in talks in addition to CVC, following a statement from Intertrust on 22 November confirming that it had now received interest from "multiple" parties.

Fund administrator Apex Group was cited by Mergermarket as another party involved in the process, while Bloomberg reported that CSC was considering a bid.

A source familiar with the situation told Unquote that the arrival of other parties had led to a three-way auction, upping the pricing to the point where the deal was no longer feasible for CVC, given the company's risks and its exposure to the trust market, from which it generates the majority of its revenues.

CVC declined to comment.