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On August 9, 2024, the independent directors of Hargreaves Lansdown plc (LSE:HL) and the board of directors of Harp Bidco announced a recommended final cash acquisition of HL's entire ordinary share capital. This acquisition is set to be implemented through a Court-sanctioned scheme of arrangement in accordance with the Companies Act 2006. The detailed terms of this arrangement were communicated to HL shareholders via a scheme document sent on September 6, 2024.
The financial terms of this cash offer and the alternative offer are final, with no plans for increases unless a third-party offer is presented after the initial announcement. In such cases, Bidco retains the flexibility to enhance the cash consideration or modify the terms of the alternative offer, ensuring that they remain competitive in the marketplace.
To support this acquisition, Bidco has secured substantial financing. On September 22, 2024, it announced that a consortium of banks—including Barclays, HSBC, Lloyds, Mizuho, and MUFG—had entered into a commitment letter to provide a multicurrency revolving facility (RCF) for Harp Finco Limited. This facility will be available for general corporate and working capital needs following the acquisition, signaling Bidco’s strong financial backing and commitment to the transaction.
For stakeholders interested in the financial documentation, the RCF Commitment Letter, RCF Fee Letter, and RCF CP Status Letter will be made accessible on HL's investor relations website, although there are restrictions for certain jurisdictions. This transparency aims to keep shareholders informed and engaged throughout the acquisition process.
Importantly, Bidco retains the right to execute the acquisition via a direct offer rather than through the proposed scheme, provided that all necessary regulatory approvals and applicable agreements are met. This flexibility allows Bidco to adapt its strategy as needed to facilitate the acquisition.
This acquisition represents a significant strategic move for Bidco, as it seeks to expand its influence in the market. The structured financing demonstrates a robust commitment to completing the deal while ensuring that there is ample capital available for ongoing operations. As the process moves forward, further developments are anticipated, and stakeholders will be closely monitoring the situation for updates.
