UK-based Alliance Pharma has agreed to a final increased cash offer from asset management company DBAY Advisors, valuing the former at approximately £362m ($467.5m).
The offer, made through a newly formed company called Aegres Bidco Limited, will see DBAY acquire all shares in Alliance, except those it already owns through its affiliates, for 64.75p per share. This represents a 3.6% increase from DBAY’s initial offer of 62.5p per share in January 2025 and a 46% premium on Alliance’s share price as of 9 January 2025, the day before the offer period began.
Alliance Pharma specialises in the marketing and distribution of consumer healthcare products and prescription medicines. Its portfolio includes Kelo-Cote, a scar treatment; and Anbesol (benzocaine), an oral pain relief product.
DBAY initially approached Alliance last year, following a series of challenges faced by the company, including the delayed publication of its annual results and the resignation of its CEO Peter Butterfield. Having gradually increased its stake in the company over two years, DBAY now holds a 27.9% share of Alliance.
In its initial takeover offer, DBAY stated that it believed Alliance had “strong future prospects” but required significant operational changes and increased investment to maximise its growth potential. The asset management company argued that such changes would be more effectively implemented away from the pressures of the public market.
In January 2025, Alliance’s board of directors recommended shareholders accept the initial offer of 62.5p per share. However, after receiving feedback from shareholders, the scheduled general meeting last month was adjourned to allow for further discussions.
According to a 10 March filing on the London Stock Exchange, DBAY will fund the acquisition through a combination of equity investments from its affiliated funds and external financing, with a small portion of shares in Midco, the parent company of Bidco, being offered to certain lenders.
Shareholders are expected to vote on the proposal at a rescheduled meeting on 13 March 2025. If approved, the deal is anticipated to be completed in the first half of 2025, resulting in Alliance Pharma becoming a privately owned company under DBAY’s control.
In September 2024, Alliance reported underlying revenue of £84m for the six months to 30 June 2024, reflecting an increase from £81.4m in the same period the previous year. Profit before tax also rose year-on-year, reaching £12.7m compared to £10.3m in 2023.
