IRISH-LISTED e-learning company ThirdForce moved a step closer to being taken private yesterday after its chief executive, Brendan O’Sullivan, and chairman, Pat McDonagh, outlined the terms of their offer.
LearnVantage plc, the offer vehicle set up by Mr O’Sullivan and Mr McDonagh, outlined three options to ThirdForce investors.
Investors can swap their shares for stock in LearnVantage on a one-for-one basis. Alternatively, they can take a mix of cash and stock, or accept a straight cash offer of 10.5 cent a share.
The cash offer has been unanimously recommended by the independent directors of ThirdForce as “fair and reasonable”.
The directors are being advised by Goodbody Corporate Finance.
The cash offer values ThirdForce at €27.2 million.
The 10.5 cent-a-share offer represents a premium of 24 per cent to its closing price on March 27th, the last date before the offer period began.
LearnVantage originally offered eight cent a share to acquire the company but it raised its bid following negotiations with ThirdForce’s independent directors.
ThirdForce’s shares closed up 28.6 per cent in Dublin yesterday at nine cent.
The company is also listed on London’s Aim market.
Mr McDonagh owns 25.47 per cent of ThirdForce. In a preconditional offer document published yesterday, the maximum cash consideration that LearnVantage believes it will have to pay to buy ThirdForce is €20.3 million.
Mr McDonagh has agreed to make this funding available from his own resources.
This would comprise €5 million spent on shares in LearnVantage and the balance by way of loans, which would be repaid within five years and would carry an interest rate of 5 per cent a year above euro interbank rates.
LearnVantage yesterday received undertakings from ThirdForce’s four biggest shareholders: Mr McDonagh, River Cities Capital, Philip Lynch’s One Fifty One Capital, and Jonathan Parkes. They own 35.58 per cent of the business between them.
Based in Ireland, ThirdForce provides e-learning products and services. It operates in 20 countries and has about 2,000 customers worldwide.
Britain and the US are its key markets.
