KIRKBI, BLACKSTONE AND CPPIB AGREE TERMS OF A RECOMMENDED OFFER FOR MERLIN ENTERTAINMENTS PLC
• Recommended offer price of 455 pence per share values Merlin at £4.77 billion, representing a 37 per cent premium to the closing price of 22 May 2019.
• The Consortium comprising KIRKBI Invest A/S, Blackstone and CPPIB has received irrevocable commitments from ValueAct Capital and the directors of Merlin.
• The Consortium recognises that Merlin requires significant, long-term investment for the next phase of growth. The Consortium is a unique group of investors equipped with the appropriate long-term investment horizon, expertise and willingness to increase capital investment to deliver this.
London, 28 June 2019 – A consortium of long-term investors comprising KIRKBI Invest A/S (“KIRKBI”), a wholly-owned subsidiary of KIRKBI A/S, the ultimate owner of the LEGO® brand, funds managed as part of Blackstone’s long-dated “Core” private equity strategy (“Blackstone”), and Canada Pension Plan Investment Board (“CPPIB”; together, the “Consortium”) is pleased to announce that it has agreed the terms of a
recommended offer for Merlin Entertainments plc (“Merlin” or the “Company”).
The recommended offer is made by the Consortium at a price of 455 pence per share in cash, for the entire issued and to be issued share capital of Merlin, other than those Merlin shares already owned by KIRKBI, which is an existing 29.58 per cent shareholder in the Company. KIRKBI has agreed to work exclusively with the other members of the Consortium in relation to the offer.
The offer will be made by a newly incorporated company which has been formed on behalf of the members of the Consortium, with each of KIRKBI and the Blackstone/CPPIB group owning 50 per cent upon completion.
The recommended offer values Merlin at approximately £4.77 billion, providing Merlin’s shareholders with the certainty of cash at a 37 per cent premium to the closing price of 333 pence per Merlin share on 22 May 2019 (being the last business day before the publication of ValueAct Capital’s letter to the board of Merlin which suggested that Merlin should be taken private).
This is a multiple of 12.0x 2018A EBITDA and equates to a 31 per cent premium to the six-month VWAP to 22 May 2019.
The recommended offer has received irrevocable commitments in respect of an aggregate 10.0 per cent of the existing issued ordinary share capital of Merlin, and 14.2 per cent of Merlin shares being eligible to vote in favour of the recommended offer, including from ValueAct Capital.
Background to the acquisition
KIRKBI has maintained a significant strategic shareholding in Merlin since the sale of LEGOLAND® Parks to the Company in 2005.
KIRKBI and Blackstone private equity funds jointly controlled Merlin in the 8 years prior to the 2013 public listing, during which time the Company became the second largest visitors attraction business globally and the partner of choice for the world’s leading brands to deliver immersive experiences to guests.
The Consortium recognises that significant, long-term investment is required to ensure the longevity of the existing assets and to drive continued growth for the Company and its stakeholders.
As Merlin’s largest shareholder and a key intellectual property partner, KIRKBI recognises the significant benefits of a shareholder group with a similar long-term investment horizon and shared commitment to increased investment in the business. Private ownership, in partnership with Blackstone through its long-dated Core private equity strategy and CPPIB, will better enable the management team to focus on and
execute their strategic vision for the business.
This unique group of investors is equipped with the appropriate long-term investment horizon, expertise and capital required to realise the Company’s potential to grow all branded experiences across its Midway Attractions, LEGOLAND® Parks and Resort Theme Parks.
Blackstone has longstanding experience investing in location-based entertainment businesses like Merlin as well as the wider hospitality, travel and leisure sectors.
The Consortium greatly values the skills, knowledge and expertise of Merlin’s existing management and employees. It does not expect to make any material change to the continued employment of the employees and management, nor to initiate any material headcount reductions within the current Merlin organisation beyond the existing management’s publicly announced efficiency programmes, as stated in the 2018 Merlin Annual Report and those described in the Rule 2.7 Announcement.
Upon completion, the existing contractual and statutory employment rights, including in relation to pensions, of all Merlin management and employees will be fully safeguarded. The Consortium currently has no intention to make any changes to the benefits provided by Merlin’s Defined Benefit Pension Scheme. It also has no intentions to change the location of Merlin’s headquarters, and no changes are envisaged to the redeployment of Merlin’s operations and places of business across 25 countries. It expects to keep all existing Merlin attractions in the UK open, and is not intending to dispose of any material part of the business.
Søren Thorup Sørensen, Chief Executive Officer, KIRKBI A/S, said: “As the long-term owner of the LEGO® brand and as a strategic shareholder in Merlin since 2005, we have great pride and passion for this amazing company, its management team and its employees. With a shared understanding of the business and its culture, we believe that this group of investors has the unique collective resources necessary to equip Merlin, including the LEGOLAND® Parks and LEGOLAND® Discovery Centres, for their next phase of growth. We are committed to ensuring LEGOLAND® and the other activities in Merlin reach their full potential, which we believe is best pursued under private ownership, in order to deliver fantastic experiences to visitors of all ages around the world.”
Joe Baratta, Global Head of Private Equity, Blackstone, said: “We are pleased to partner with KIRKBI and CPPIB to acquire a business we know very well. We are prepared to commit the substantial resources required to support the long-term objectives of Merlin, which will require significant investment to ensure its long-term success. We believe we are uniquely placed through our Core private equity strategy to make this investment alongside our partners at KIRKBI and CPPIB. We look forward to backing Nick Varney and his strong management team in driving Merlin into the future."
Ryan Selwood, Managing Director, Head of Direct Private Equity, CPPIB, said: “Merlin has established itself as a globally diversified, world-class operator of themed attractions and entertainment. Its ability to partner with a number of leading global brands to deliver high-quality family entertainment has been key to Merlin’s success. Through close collaboration with our partners, we look forward to promoting the steady growth, long-term capitalisation and continued international expansion of this business, which aligns well with CPPIB’s long-horizon investment strategy.”
It is intended that the Acquisition will be implemented by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. Following completion of the Acquisition, and subject to customary regulatory approvals and other conditions being met – including the approval of the scheme of arrangement by Merlin shareholders – the Consortium expects the transaction to complete by the end of 2019.
It is expected Merlin’s shares will de-list from the London Stock Exchange upon completion of the transaction.
This press release should be read in conjunction with the Rule 2.7 announcement available on Merlin's website at www.merlinentertainments.biz/recommended-offer.