Inspicio Plc (United Kingdom) - Jan 2008

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01 January 2008

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3i has backed the £335m public-to-private of testing and inspection services business Inspicio Plc. 3i agreed a 225p per share offer with the board of Inspicio in December 2007 and completed the deal through newco vehicle Angus Newco. The price offered per share represented a 33.5% premium to the average closing price of 168.5p per share, equivalent to a market capitalisation of £228.6m for the sixmonth period prior to the commencement of the offer period. The agreement followed a competitive process for Inspicio after the AIM-listed company announced it had received several expressions of interest last October. The deal went unconditional on 18 January and is expected to complete in Q1 2008. It is believed that DLJ Merchant Banking Partners and Clayton Dubilier & Rice were among the other bidders. Barclays Leveraged Finance and Société Générale are the mandated lead arrangers of senior debt on the deal and are together also providing a mezzanine credit facility. 3i was attracted to Inspicio’s global presence and its underlying growth prospects. The investor will support Inspicio’s growth in international markets and is planning an acquisition strategy to help it achieve this end.

Company

London-headquartered Inspicio inspects the contents and safety of food and verifies the quality of commodities such as oil. The company has more than 6,000 staff and operates in or provides services in 126 countries. Inspicio was admitted to AIM in April 2005 as a newly-incorporated company, established to acquire and manage organisations in the testing, inspection and performance conformity markets, both in the UK and internationally. Its now has four operating businesses: Inspectorate, the Environmental Services Group, Eclipse Scientific Group and Scientifics, an analytical testing and consultancy business. To the end of June 2007, Inspicio generated a profit before interest and tax of £5.4m on revenues of £100.7m.

People

Alan Giddins led the deal for 3i with David Holligon. Mark Silver is the CEO of Inspicio.

Advisers

Company - Jones Day, Leon Ferera (Legal)Company - Kaupthing Singer & Friedlander, Benjamin Lee (Corporate Finance)Equity - Clifford Chance LLP, Adam Short, Clair Lockley, James Butters, Katrina Terei, Melanie Howard, Naomi Baar, Patrick Sarch, Sabina Ansar, Simon Tinkler, Trina Bose, Yemi Tepe (Legal)Equity - Rothschild, Stuart Vincent (Corporate Finance)Management - Hammonds, Christian Lowis, Giles Distin, Mark Robson, Martin Letza, Owen Taylor (Legal)

Sourced from: UK & Ireland unquote" 363 (Feb 2008)