AUS
NZ
UK
CA
USA
IND
Highlights
- Acquisition Value: Windward valued at approximately £216 million at 215 pence per share.
- Strategic Growth: Acquisition aimed at expanding Windward’s market presence and enhancing data-driven maritime solutions.
- Future Investments: Plans to invest in Windward’s platform for global scalability and long-term growth.
The Boards of Windward Ltd. (LSE:WNWD) and Octopus UK Bidco Limited, a subsidiary of FTV VIII, L.P., have reached a definitive agreement for Bidco to acquire Windward in a cash transaction valuing the company at approximately £216 million. This acquisition underscores Windward's strategic appeal and its position as a leader in maritime compliance and supply chain analytics.
Terms of the Deal
Under the agreement, Windward shareholders will receive 215 pence per share, reflecting a significant premium over the company's recent stock performance. The offer price represents:
- A 47% premium over the closing price of 146 pence as of the latest practicable date.
- A 92% premium over the six-month volume-weighted average price of 112 pence.
- A 97% premium over the twelve-month volume-weighted average price of 109 pence.
- A 39% premium to the IPO price of 155 pence set during Windward’s December 2021 public offering.
The acquisition terms prohibit Windward from declaring or paying dividends until the completion of the transaction. Any such distributions could lead to termination of the agreement by Bidco.
Strategic Rationale
FTV VIII, L.P. has monitored Windward’s progress over several years and views the acquisition as an opportunity to accelerate its expansion into broader supply chain analytics. Windward’s established expertise in maritime intelligence, combined with the potential for enhanced AI-driven insights, aligns closely with the Fund Group’s thematic investment strategy.
The Fund Group plans to leverage its Global Partner Network® and M&A expertise to support Windward in scaling its platform globally. While the initial investment may temporarily impact profitability, the long-term goal is to strengthen operational foundations and deliver sustainable value.
A Vision for Growth
Windward’s move to private ownership is seen as an opportunity to enhance its strategic capabilities, particularly in product development and market expansion. The Fund Group is confident in the potential for Windward to execute transformational transactions, bolstering its position in international markets.
The partnership builds on a seven-year relationship between Windward and the Fund Group, emphasizing mutual trust and alignment of strategic goals. The acquisition will provide Windward with the necessary capital and resources to achieve its global ambitions while maintaining its commitment to existing customers and stakeholders.
Supporting the Management Team
The Fund Group has expressed strong confidence in Windward’s management team and employees, recognizing their critical role in the company’s success. By maintaining continuity in leadership, the Fund aims to ensure that Windward can effectively implement its strategic plan and unlock its full potential.
Following the update, share price of Windward jumped 40% to GBX 205 apiece at the time of writing on 24 December 2024.
