MI Metron UK Bidco Limited, an indirect subsidiary of Advent International L.P., has made a recommended final cash offer for the entire issued and to be issued ordinary share capital of Spectris plc (LON:SXS). Under the terms of the offer, Spectris shareholders will receive £37.35 in cash plus the proposed interim dividend of 28 pence per share, valuing the equity at approximately £3.73 billion.
Summary
| · | The boards of Bidco and Spectris have announced that they have reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Spectris. |
| · | Under the terms of the Acquisition, each Spectris Shareholder will be entitled to receive: |
for each Spectris Share: £ 37.63 in cash (the “Offer Value”)
comprising, for each Spectris Share held:
| o | £37.35 in cash from Bidco (the “Cash Consideration”); and |
| o | an interim dividend of 28 pence to be paid (subject to approval by the Spectris Directors) by Spectris in the ordinary course of its FY25 dividend calendar (the “Permitted Dividend”). |
| · | Under the terms of the Acquisition, Bidco has also agreed that each Spectris Shareholder will be entitled to receive the FY24 Final Dividend without any consequential reduction to the Cash Consideration payable in respect of each Spectris Share. |
| · | The Offer Value represents an attractive premium of approximately: |
| · | 84.6 per cent. to the Closing Price of £20.38 per Spectris Share on 6 June 2025 (being the last Business Day prior to the commencement of the Offer Period); |
| · | 82.9 per cent. to the volume-weighted average price in the one month to 6 June 2025 of £20.58; and |
| · | 74.6 per cent. to the volume-weighted average price in the three months to 6 June 2025 of £21.55. |
| · | The Offer Value values the entire issued and to be issued share capital of Spectris at approximately £3.8 billion and implies an enterprise value of approximately £4.4 billion. It represents a multiple of 18.5x Spectris’ Adjusted EBITDA, and 21.8x Spectris’ Adjusted EBIT, for the year ended 31 December 2024. |
| · | Other than the Permitted Dividend and the FY24 Final Dividend, if any dividend, distribution or other return of value is announced, declared, made or paid, or becomes payable, in respect of Spectris Shares on or after the date of this Announcement and before the Effective Date, Bidco reserves the right to reduce the Cash Consideration payable in respect of each Spectris Share by the amount of all or part of any such dividend, distribution or other return of value. If Bidco exercises this right, Spectris Shareholders will be entitled to receive and retain any such dividend, distribution or other return of value. |
| · | The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between Spectris and Scheme Shareholders under Part 26 of the Companies Act, although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer. |
Background to and reasons for the Acquisition
| · | Spectris is a high-quality precision measurement, instrumentation and testing company focusing on two high-performance divisions, each of which provides and develops distinct, market-leading technologies and solutions. |
| · | Advent has long admired Spectris and has been particularly impressed by the Spectris management team’s repositioning of the business since 2018 through a combination of portfolio rationalisation and targeted investment in priority areas. This has led to a more focused and higher quality global business, and Bidco believes that Spectris is now well-placed to capitalise on future growth opportunities in its core end markets. |
| · | Advent is a sophisticated and responsible global financial investor with significant deployable capital and a clear focus on partnering with management teams to foster innovation in businesses with excellent growth potential. |
| · | Advent has operated in the UK since 1989 and has a long track record of investment in UK headquartered businesses, having invested £5.5bn in the UK since beginning operations here. Advent’s approach to its business portfolio is to be a responsible steward, with a focus on driving growth, value and ultimately creating world-class companies that support the UK economy. |
| · | Advent has deep experience of investing in high technology businesses within the industrial and engineering sectors in the UK, including in the context of public-to-private transactions such as its successful acquisitions of Cobham, Ultra Electronics and Laird. Through its long commitment to the UK, in particular, Advent has demonstrated a clear track record of long-term successful and responsible stewardship of UK assets and is enthusiastic about its continued commitment to supporting the development of world-class global businesses such as Spectris both in the UK and in the other markets in which they operate, and creating sustainable value for all stakeholders. |
| · | Advent’s recent investments demonstrate the value it provides to the companies and management teams with which it partners. Advent’s portfolio company Ultra – a leading defence and security business – has significantly invested in its UK R&D capabilities under Advent’s ownership. This has included investing £30m in a new Cyber Security Centre for Excellence in Maidenhead and the creation of approximately 200 new jobs across Ultra’s UK businesses. Ultra’s innovations also support key UK Government objectives, with innovations including new anti-submarine sonobuoys provided to the Ministry of Defence and other international partners. |
| · | Bidco believes that the Acquisition presents an exciting opportunity for Spectris to build on its successful progress in recent years and to further develop the quality of its customer offering. In particular, Bidco considers that access to the additional capital, long term investment approach and industry expertise of Advent under its private ownership would allow Spectris further opportunity and flexibility to accelerate investment in its key areas for growth (including through organic investment, R&D and M&A) while continuing its robust focus on maintaining a strong and coherent global business portfolio. |
Spectris Recommendation
| · | The Spectris Directors, who have been so advised by Goldman Sachs, Rothschild & Co, and BofA Securities as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Spectris Directors, Goldman Sachs, Rothschild & Co, and BofA Securities have taken into account the commercial assessments of the Spectris Directors. BofA Securities is providing independent financial advice to the Spectris Directors for the purposes of Rule 3 of the Code. |
| · | Accordingly, the Spectris Directors intend to unanimously recommend that Spectris Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Spectris Directors who hold Spectris Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Spectris Shares (and those of their spouse, minor children and/or related trusts (if applicable)), amounting in aggregate to 223,189 Spectris Shares representing approximately 0.22 per cent. of the issued share capital of Spectris as at the Last Practicable Date. Further details of these irrevocable undertakings are set out in Appendix 3 to this Announcement. |
Information on Bidco and Advent
Bidco
| · | Bidco is a private company limited by shares registered in England and Wales and incorporated on 9 June 2025 with company number 16506150. Bidco was formed for the purposes of the Acquisition and will be indirectly owned by Advent and certain other minority equity investors. |
| · | Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition. |
Advent
| · | Advent is a leading global private equity investor committed to working in partnership with management teams, entrepreneurs, and founders to help transform businesses. With 16 offices across five continents, Advent oversees more than USD $91 billion in assets under management and has made 430 investments across 44 countries. |
| · | Since its founding in 1984, Advent has developed specialist market expertise across its five core sectors: business & financial services, consumer, healthcare, industrial, and technology. This approach is bolstered by its deep sub-sector knowledge, which informs every aspect of its investment strategy, from sourcing opportunities to working in partnership with management to execute value creation plans. Advent brings hands-on operational expertise to enhance and accelerate businesses. |
| · | Through its long commitment to the UK, in particular, Advent has demonstrated a clear track record of long-term successful and responsible stewardship of UK assets and is enthusiastic about its continued commitment to supporting the development of world-class businesses. Its extensive global footprint and operational improvements experience make it a strong owner with the capability to drive change built to last, and achieve sustained growth. |
| · | In addition, as one of the largest privately-owned partnerships, its 660+ colleagues leverage the full ecosystem of Advent’s global resources, including its Portfolio Support Group, insights provided by industry expert Operating Partners and Operations Advisors, as well as bespoke tools to support and guide its portfolio companies as they seek to achieve their strategic goals. |
Information on Spectris
| · | Spectris combines leading technical expertise and deep domain knowledge to provide its customers with critical insights through high quality precision measurement solutions that enable them to solve some of their greatest challenges, making the world cleaner, healthier, and more productive. |
| · | Spectris is well positioned to compete across its customer offering and employs c.7,400 people located in more than 30 countries, all united behind its purpose to deliver significant value for all its stakeholders. Spectris is headquartered in London and focuses on two strong divisions, with a global network of c.2,200 sales and service employees and best in class manufacturing facilities and labs. |
| · | Spectris operates through two divisions: |
| · | Spectris Scientific: a global leader in advanced material measurement and characterisation, operating in attractive end markets, such as pharmaceutical, semiconductor, primary and advanced materials and advanced research. Spectris Scientific comprises Malvern Panalytical, Particle Measuring Systems and Servomex. Through these three companies, Spectris Scientific provides leading scientific instruments and services, measuring particles down to the nano scale, helping customers better understand and shape everything from proteins, metals and polymers to controlling aseptic manufacturing. |
| · | Spectris Dynamics: a global leader in advanced integrated virtual and physical testing, and high precision sensing solutions through its business, HBK. Spectris Dynamics is strategically placed, offering broad solutions, with the ability to integrate both the physical and virtual worlds of test and measurement. Spectris Dynamics supports some of the world’s leading automotive, machine manufacturing, aerospace, electronics and advanced research customers. |
| · | For the financial year ended 31 December 2024, Spectris reported sales of £1,299 million, EBITDA of £239 million, and adjusted operating profit of £203 million. Spectris completed the acquisition of three high-quality, complementary businesses during 2024 (SciAps Incorporated, Micromeritics Instrument Corporation, and Piezocryst Advanced Sensorics), delivering material synergies. Micromeritics and SciAps will be integrated into Malvern Panalytical in Spectris Scientific, while Piezocryst will be integrated into Spectris Dynamics. Spectris also completed the disposal of Red Lion Controls in April 2024. |
| · | As at 6 June 2025, being the last Business Day prior to the commencement of the Offer Period, Spectris’ market capitalisation was £2.1 billion. Spectris Shares are publicly listed on the London Stock Exchange under the symbol SXS.L For more information, visit www.spectris.com. |
Timetable and Conditions
| · | 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 (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement). |
| · | The Acquisition will be put to Spectris Shareholders at the Court Meeting and at the General Meeting. Completion of the Acquisition will be conditional, among other things, on the following matters: |
| · | the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; |
| · | the passing of a special resolution implementing the Scheme by Spectris Shareholders representing at least 75 per cent. of votes cast at the General Meeting; and |
| · | the Scheme being sanctioned by the Court (without modification, or with modification on the terms agreed by Bidco and Spectris) and an office copy of the Court Order being delivered to the Registrar of Companies. |
| · | The Scheme must become effective by no later than 11.59 p.m. on the Long Stop Date. |
| · | The Acquisition is also subject to the other terms and Conditions set out in Appendix 1 to this Announcement including the receipt of certain antitrust approvals including in the EU, US and China and certain foreign investment approvals including in the UK and the US. Bidco will work with Spectris to engage constructively with all relevant stakeholders to satisfy these conditions, in accordance with the terms of the Co-operation Agreement. |
| · | The Scheme Document will include full details of the Scheme, notices of the Court Meeting and the General Meeting, and the expected timetable of principal events relating to the Acquisition and will specify the actions to be taken by Spectris Shareholders. The Scheme Document, together with the Forms of Proxy, will be published within 28 days of this Announcement (unless a later date is agreed with the Panel), and the Court Meeting and the General Meeting are expected to be held on or before 15 September 2025. |
| · | The Acquisition is expected to complete in or by Q1 2026, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix 1 to this Announcement. |
Comments on the Acquisition
Commenting on the Acquisition, Mark Williamson, the Chairman of Spectris, said:
“The Spectris management team have transformed the Spectris Group into a leading, sustainable business with high quality premium precision measurement solutions that enable customers to solve some of their greatest challenges. The Board remains confident in Spectris’ strategy and the opportunities that will be delivered over the medium term, but believes that Advent’s offer recognises the attractiveness of Spectris and represents strong and immediate cash value for shareholders at an attractive premium of 84.6 per. cent to the undisturbed share price.
The Board believes that the offer will benefit Spectris’ stakeholders and the operational and financial resources of Advent are expected to enhance opportunities for our employees and the Company.“
Commenting on the Acquisition, Andrew Heath, Chief Executive of Spectris, said:
“Since 2019, we have repositioned Spectris as a focused, high quality, compound growth business with advantaged positions in attractive end markets. I would like to recognise the exceptional contribution of my colleagues – their talent, insight and commitment continues to drive our success. The next chapter of Spectris’ development will further fuel their ambition and provide new opportunities.
Advent’s offer recognises the quality of Spectris, our talented people, and our strong growth prospects. In light of a strong set of intentions set out today, the Board have confidence that Advent is committed to supporting Spectris with investment that will drive growth and accelerate delivery of our strategic objectives.“
Commenting on the Acquisition, Shonnel Malani, Managing Partner at Advent International, said:
“Acquiring Spectris is Advent’s vote of confidence in British engineering and innovation. As active partners, we are dedicated to accelerating Spectris’ growth and enhancing its leadership in precision measurement. With its talented people and proven track record of driving breakthroughs across industries, we are poised to invest in its continued success, pushing the boundaries of technological progress, expanding its global reach, and delivering transformative solutions to the world’s most dynamic sectors.”
