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A&O advising Network International on recommended GBP2.2 billion takeover offer from Brookfield

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Network International is listed on the Main Market of the London Stock Exchange and is a leading enabler of digital commerce business across the Middle East and Africa, operating in more than 50 countries.

Network provides a full suite of technology-enabled payments solutions to merchants and financial institutions of all types and sizes, including acquiring and processing services and a comprehensive range of value-added services. 

Brookfield is a leading global alternative asset manager with more than USD825bn of assets under management across real estate, infrastructure, renewable power, private equity and credit.

Transaction Highlights

Value

The offer values Network’s entire issued and to be issued share capital at approximately GBP2.2bn. This represents a 64% premium to Network’s undisturbed share price before the offer was announced. The offer is one of the highest value bids announced in the UK so far in 2023.

Financing

The cash consideration will be financed by a combination of equity investment, as part of which Brookfield Business Partners expects to invest up to approximately USD150 million with the balance of its equity investment to be funded from Brookfield institutional partners, in addition to equity funding from FAB, Mubadala, ADQ and Olayan, and committed deft financing to be provided by ADCB, FAB and Standard Chartered Bank.

Timetable

The acquisition is expected to close in Q4 2023, subject to Network shareholder approval, the sanction of the scheme by the UK Court and the receipt of certain antitrust and financial regulatory approvals.

A&O’s M&A team comprises partners Seth JonesMatt Hamilton-Foyn and James Roe, senior associate Bhishaan Shah, associates Viren BhojwaniPhilip Whitehead and Huw Braithwaite and trainees Abir Mishra and Charlotte Killen. Incentives advice is being provided by partner Paul McCarthy and associate Georgia Feltis. Employment advice is being provided by counsel Kate Pumfrey and trainee Euan Middleton. Antitrust advice is being provided by partner Tom Masterman, senior associate Laura Harvey, associate Amol Vani and trainee Rebecca Collins. Financial regulatory advice is being provided by partner Jodi Norman, senior associate Nick Chapman, associate Ilian Petrov and trainee Giannis Giortzis.