On 28 March 2014, the Boards of FN Herstal SA and Manroy Plc announced that they had reached agreement on the terms of a recommended cash offer to be made by Herstal for the entire issued and to be issued share capital of Manroy (the “Offer”).
FN Herstal is a Belgian based designer, manufacturer and distributor of firearms and related accessories for defence and law enforcement. It is ultimately owned by the Région of Wallonne, one of three legislative regions of Belgium. Browning SA, which designs, manufactures and distributes hunting, shooting and outdoor firearms under the Browning and Winchester trademarks, is also part of the wider Herstal group. In the year to 31 December 2012, the Herstal group had revenues in excess of €600 million.
Before the announcement of the Offer, Herstal received binding irrevocable undertakings to accept the Offer in respect of approximately 54.1 per cent. of Manroy’s existing issued share capital. In addition, Herstal received letters of intent to accept the Offer in respect of a further approximately 11.8 per cent. of the existing issued share capital of Manroy.
On 19 May 2014, Herstal announced that the Offer had become unconditional as to acceptances with acceptances in excess of 90 per cent. of the existing issued share capital.
The Offer was also subject to the Competition and Markets Authority indicating in terms satisfactory to Herstal that it did not intend to make a Phase 2 CMA reference of the proposed acquisition of Manroy by Herstal. This was confirmed by the CMA on 1 July 2014. The Offer was declared unconditional in all respects on 2 July 2014.
Smith Square Partners acted as financial adviser to Herstal in relation to the offer.