CAB Payments' board rejects Helios $297 million takeover offer
CAB Payments Holdings PLC’s board on Monday rejected a takeover offer from a Helios Investment Partners LLP-led consortium and urged shareholders to take no action, saying the bid is ‘highly opportunistic’ and ‘fundamentally’ undervalues the company.
The Helios consortium, led by Helios Investment Partners LLP, a London-based private equity investing firm focused on Africa, and which includes Helios Investors V LP, Helios Investors V (Mauritius) LP, Helios Fairfax Partners Corp and Helios Investors III funds, earlier confirmed a firm offer of $1.15 in cash per share for the London-based payment processing and foreign exchange provider.
The offer values the entire issued and to be issued share capital of CAB Payments at around $297 million, or £221 million, on a fully diluted basis.
According to Helios it represents a 23% premium to the 30-day volume-weighted average share price to January 30, the last business day before the offer period began, and a 40% premium to the 90-day average.
Shares in CAB Payments Holdings were 1.5% higher at 85.50 pence in London at midday on Monday for a total market capitalisation of £217.3 million.
Helios Fund III already owns or controls around 45.1% of CAB Payments. The consortium said it has received irrevocable undertakings and a letter of intent that, combined with its existing stake, represent around 52.7% of the company’s share capital.
As a partial alternative to the cash offer, eligible shareholders may elect to receive unlisted, non-voting shares in the acquisition vehicle. These rollover shares would be subject to a three-year lock-up and significant transfer restrictions, would not be listed on any exchange, and would carry no voting rights other than in limited circumstances.
CAB Payments’ independent board excluding directors Henry Obi and Nitin Kaul said it had engaged directly with Helios and consulted extensively with a significant number of larger shareholders since the approach was first announced on February 2.
The board said the offer represents only an 18% premium to the undisturbed closing share price of £0.72 on January 30 and fails to reflect the company’s improving trading performance and long-term prospects.
Following a trading update on January 15 that pointed to a significant improvement in performance, the board said it looks forward to providing a further update alongside full-year 2025 results on March 5.
‘The independent board remains confident in the company’s strategy and its ability to deliver long-term value, CAB Payments said.
Helios argued that CAB Payments faces significant strategic challenges, citing increased competition, the rapid adoption of stablecoin-based cross-border payment systems and deteriorating market forecasts since its 2023 results.
The consortium said it believes the company’s transformation would be better achieved under private ownership, supported by Helios’s sector expertise and presence in African markets.
CAB Payments shareholders were ’strongly advised‘ by the board to take no action in relation to the offer at this time.
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