RDF has agreed the terms of a £52m ($80.2m) buy out plan that, if approved, will see new ownership that includes existing management, John de Mol’s investment vehicle Cyrte and acquisitive Italian media company DeAgostini.
UK-based producer and distributor RDF has agreed terms on a recommended cash deal from a consortium comprising existing management and Cyrte. RDF shareholders are being offered 120p per share in a deal that values the company at £52 million. The offer represents a 72.7% premium on the closing price on the stock on the last day of regular trading.
A new entity, Bidco, was formed to push the deal through. Bidco comprises RDF management and a private company Dasym, backed by Cyrte, which already has a 26.5% stake in RDF, and DeAgostini. Management owns 33.8% of the company.
Bidco has received irrevocable assurances from specific shareholders that the offer will be approved, RDF said in a Stock Exchange filing. These shareholders include ex-RDF creative director Stephen Lambert who has since set up his own indie producer, Studio Lambert. Lambert has 2.5m shares, representing a 5.8% stake in the company.
The cash part of the deal is being funded with equity and debt financing. The cash part is coming from Cyrte’s Dasym, DeAgostini and CF1 Invest, a fund owned by Cyrte and Delta Lloyd, a Dutch financial services provider. Delta Lloyd and DeAgostini have agreed to provide £30.5m of capital to Dasym for an equity subscription of preference shares.