Helios Fairfax backs $297M (U.S.) CAB Payments offer

Executive Summary

• Helios Fairfax Partners Corp., as part of the Helios Consortium, has announced a cash tender offer to acquire the entire issued and to be issued share capital of CAB Payments Holdings PLC (LSE: CAB), excluding shares already owned or controlled by Helios Fund III.
• The offer values CAB Payments at approximately $297 million (U.S.) on a fully diluted basis, with shareholders receiving $1.15 (U.S.) per share in cash.
• An alternative election is available for eligible shareholders to receive unlisted non-voting ordinary shares in a special purpose vehicle (bidco) instead of cash.

Key Details

• Offer Price: $1.15 (U.S.) in cash per CAB Payments share.
• Total Valuation: Approximately $297 million (U.S.) on a fully diluted basis.
• Excluded Shares: Shares already owned or controlled by Helios Investors III LP and Helios Investors III (A) LP (collectively, Helios Fund III) are excluded from the offer.
• Helios Fund III Holdings: Owns or controls 114,640,189 CAB Payments shares, representing approximately 45.11% of CAB Payments' issued share capital.
• Consortium Composition: The Helios Consortium comprises Helios Investors V LP, Helios Investors V (Mauritius) LP, Helios Fund III, and Helios Fairfax.
• Alternative Consideration: Eligible shareholders may elect to receive one unlisted non-voting ordinary share in the capital of the special purpose vehicle bidco formed for the offer, instead of cash.
• Financing:
  • Maximum amount payable by Helios Fairfax under the offer is $75 million (U.S.) (the HFP equity investment).
  • Helios Fairfax entered into a bridge facility agreement with FirstRand Bank Ltd. (acting through its Rand Merchant Bank division) to finance the HFP equity investment.
  • Amounts drawn under the bridge facility will automatically become amounts drawn under the senior secured revolving credit facility agreement dated March 3, 2022, as amended and restated, including a second amendment and restatement agreement dated and announced on Feb. 20, 2026.
• Preconditions: The acquisition is subject to the satisfaction or waiver of certain preconditions.

Notable Quotes

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