Listed firm Ince’s acquisition of corporate adviser and stockbroker Arden has been approved by the High Court, which heard today that a drop in the companies’ share prices has turned the takeover from ‘a deal at a premium [to] a deal at a discount’.

At a brief hearing this afternoon, Sir Anthony Mann sanctioned the scheme under which Ince will acquire ‘the entire issued and to be issued share capital’ of Arden. The judge was satisfied that ‘all the technical conditions for the approval of this scheme have been fulfilled’.

Andrew Thornton QC, for Arden, told the court that no shareholders had given notice of their objection to the scheme being sanctioned and that ‘all but one’ of the shareholders who attended a meeting in January voted in favour.

Business and Property Court, Rolls Building, London

High Court hears deal agreed ‘at a premium and it became a deal at a discount’

Source: Michael Cross

But he also said that the acquisition was agreed ‘at a premium and it became a deal at a discount’ as a result of subsequent changes in the share price.

In October, the acquisition valued each Arden share at 31p, a premium of just over 40% on its then-share price of 22p. However, Thornhill told the court that ‘as at the close of business yesterday … Arden shares were trading at 16p and Ince shares at 22p’. 

Thornton agreed with Mann’s observation that this was ‘the risk that people took when they voted for the scheme’, adding that shareholders were ‘buying into the [two businesses] or they are not’.

He also addressed the London Stock Exchange’s decision earlier this month to not approve Arden’s application for nominated adviser status under the Alternative Investment Market rules in the event the deal took place, initially a condition of the takeover which was waived by Ince.

Thornton accepted that Arden’s nominated adviser status was one the companies of ‘attractions’ to Ince, but said that the ‘loss of this opportunity is outweighed by other benefits’.

Last week, Arden said in an announcement to the stock market that it expected today to be ‘the last day for dealing in Arden shares’ and that ‘admission of the new Ince shares will occur at 8am on 29 April 2022’.