Aspen Technology, Inc. (AspenTech) has announced the terms of a recommended all cash offer for the entire issued, and to be issued, share capital of KBC Advanced Technologies plc (KBC) by ATI Global Optimisation LTD, a wholly owned subsidiary of AspenTech. Under the terms of the offer, KBC shareholders will receive £1.85 in cash for each share. The transaction values KBC at approximately £158 million or approximately US$230 million at the current exchange rate. Both companies’ boards of directors unanimously support the transaction.
The transaction will be funded by cash on hand of approximately US$91 million and committed financing. AspenTech plans to replace the committed financing with proceeds from a proposed US$250 million revolving credit facility.
The proposed acquisition will be implemented by means of a scheme of arrangement under the UK Companies Act 2006 and is therefore subject to the approval of KBC shareholders and the High Court of Justice in England and Wales and to other terms and conditions as set out in the joint offer announcement released by AspenTech and KBC. AspenTech has obtained irrevocable undertakings to vote or procure votes in favour of the scheme in respect of KBC shares representing approximately 42% of the issued share capital of KBC. It is expected that the transaction will close in 1Q16.
Antonio Pietri, President and Chief Executive Officer of AspenTech, said, “We are excited to announce the proposed acquisition of KBC, which is viewed as a trusted advisor to C level executives in the oil and gas industry. We believe KBC’s deep domain expertise and customer relationships, particularly in developing markets, will help drive greater adoption and usage of AspenTech’s broad and expanding suite of software solutions.”
“In addition, we believe combining KBC’s industry leading reactor software models with AspenTech’s strength in engineering design will create a highly differentiated solution for the refining industry. Also, KBC’s software assets will meaningfully accelerate the build out of our vertical specific analytics solutions,” Pietri added. “KBC’s domain expertise and software will be important additions to our asset optimisation strategy, which focuses on driving improved capital and operational efficiency for owner-operators across an asset’s entire lifecycle. Acquiring KBC will enhance AspenTech’s ability to capitalise on its market opportunity and leadership position and generate substantial value for our customers.”
Ian Godden, Chairman of KBC, said “Over the last few years, KBC has proactively reshaped and broadened its business to make it more adaptable and successful. AspenTech is a strong partner that can continue to develop KBC’s business. Following the transaction, KBC will become a key part of AspenTech’s business and will continue to provide its market leading solutions to the customers we serve.”
Adapted from press release by Francesca Brindle