Update on Proposed Acquisition of GAM Holding AG
Liontrust Asset Management Plc, the specialist independent fund management group, has today issued an update in relation to its recommended public exchange offer for all publicly held registered shares of GAM Holding AG (“GAM”) (the “Proposed Acquisition”) which was announced on 4 May 2023.
Their statement reads as follows:
Liontrust announces that the Board has agreed to waive the FMS Exit condition1. This follows the announcement by GAM on 29 June 2023 that it had entered into agreements for the sale of its third-party Fund Management Services businesses in Luxembourg and Switzerland to Carne Group (“FMS Sale”), in the light of feedback from GAM shareholders and the fact that the FMS Sale remains on target to complete in the final calendar quarter of 2023.
Liontrust also announces that the Main Offer Period2, during which Liontrust’s offer for GAM is open for acceptance, has been extended by three days so that it will now end on 28 July 2023 at 16:00 CEST. The purpose of the extension of the Main Offer Period2 is to give GAM shareholders further time to consider the waiver of the FMS Exit condition1, Liontrust’s offer and the implications of the pre-announcement of a partial and conditional offer for 17.5% of the issued share capital of GAM by NewGAMe SA, which was published on 18 June 2023.
The start of the Additional Acceptance Period2 will therefore also change as a consequence of the extension of the Main Offer Period1. Should the offer be declared a success, the Additional Acceptance Period2 will now commence on 7 August 2023 and end on 18 August 2023 at 16:00 CEST.
The Proposed Acquisition is the best way to ensure a future for GAM and a positive outcome for its shareholders and clients. During the extension to the deadline we are announcing today, GAM shareholders will have time to consider further the Proposed Acquisition and Liontrust’s latest announcements. It is in the best interests of GAM shareholders and clients that there is immediate corporate and financial stability, which we believe Liontrust’s offer delivers.
Liontrust thanks those GAM shareholders who have already tendered their shares for their support. Liontrust also notes that GAM’s senior investment managers have written a second letter to its Board stressing their strong support for the Liontrust offer.
As we announced on 21 July 2023, the Proposed Acquisition is Liontrust’s full and final offer. For the avoidance of any doubt, the public exchange offer by Liontrust is the only offer for the entire issued spare capital of GAM.
Liontrust has today issued a second update to its Swiss offer prospectus in relation to the Proposed Acquisition formally confirming the matters described above, a copy of which has been published on the website of Liontrust (https://www.liontrust.co.uk/gam-acquisition/documents).
1 As set out in paragraph 3 of Part 5 of the circular in relation to the proposed acquisition of GAM dated 13 June 2023.
2 As set out in the Swiss Offer Prospectus that was published on 13 June 2023.