Aspen Technology Inc. (NASDAQ:AZPN) (AspenTech) has confirmed the terms of a recommended all cash offer for the entire issued and to-be-issued share capital of KBC Advanced Technologies plc by ATI Global Optimisation Ltd., a wholly owned subsidiary of AspenTech.
Under the terms of the offer, KBC shareholders will receive 185p in cash for each share. The transaction values KBC at £158 million ($230 million). Both companies’ boards of directors unanimously support the transaction.
The transaction will be funded by cash on hand of $91 million and committed financing. AspenTech plans to replace the committed financing with proceeds from a proposed $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 earlier today.
KBC is a provider of strategic consulting and software to the oil and gas industry. KBC has two main areas of business focus: KBC Consulting, which provides a combination of management and engineering consulting focused on operational excellence and profit improvement for refinery and refinery-integrated petrochemicals; and KBC Technology, which comprises a software portfolio of process unit reactor models and refinery-wide simulation software that is complementary to AspenTech’s existing suite of solutions.
JP Morgan is acting as exclusive financial advisor to AspenTech in connection with the acquisition and has committed to provide credit facilities to finance the acquisition. Evercore is acting as exclusive financial advisor to KBC in connection with the acquisition.