Trieste Acquisitions Holding Limited’s Acquisition Of Telit Communications PLC

CMS has advised AIM-listed Telit Communications PLC on the deal.

Telit Communications PLC (Telit) has been acquired by Trieste Acquisitions Holding Limited (Bidco), an entity owned by funds managed by DBAY Advisors Limited (DBAY). Bidco’s final recommended cash offer valued Telit’s entire issued and to be issued ordinary share capital at £320m.

Telit is a leading enterprise-grade Internet of Things (IoT) product and software company with an extensive portfolio of wireless connectivity modules, platforms and virtual cellular IoT operator services. Telit delivers secure, integrated end-to-end IoT solutions used by thousands of direct and indirect customers globally.

Investment manager DBAY became a Telit shareholder in July 2020 and, at the time of its acquisition, was Telit’s largest shareholder with 26.02% of the issued share capital. DBAY believes that Telit will be able to achieve better growth as a private business, without the constraints of a public listing, and will benefit from having a majority shareholder with the financial resources to accelerate its strategy. 

CMS advised Telit on the acquisition, a transaction governed by the Takeover Code, which was implemented by the court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. Completion was conditional upon shareholder approval (excluding DBAY) as well as various legal and regulatory approvals. Completion occurred on 31 August 2021.

The CMS team was led by Anthony Waller (Picture) and included Gordon Anton, Paul Blackmore, Kieran O’Brien, Jennifer Tambe, Will Holder and Nikita Patel (Corporate); Andrew Quayle and Stacey Callaghan (Share Schemes); Caroline Hobson and Lucy Charatan (Anti-Trust); Luke Pardey (Litigation); and Stephen Hignett and Arran Bhatiani (Tax).

Involved fees earner: Gordon Anton – CMS Cameron McKenna Nabarro Olswang LLP; Arran Bhatiani – CMS Cameron McKenna Nabarro Olswang LLP; Paul Blackmore – CMS Cameron McKenna Nabarro Olswang LLP; Stacey Callaghan – CMS Cameron McKenna Nabarro Olswang LLP; Lucy Charatan – CMS Cameron McKenna Nabarro Olswang LLP; Stephen Hignett – CMS Cameron McKenna Nabarro Olswang LLP; Caroline Hobson – CMS Cameron McKenna Nabarro Olswang LLP; William Holder – CMS Cameron McKenna Nabarro Olswang LLP; Kieran O’Brien – CMS Cameron McKenna Nabarro Olswang LLP; Luke Pardey – CMS Cameron McKenna Nabarro Olswang LLP; Andrew Quayle – CMS Cameron McKenna Nabarro Olswang LLP; Jennifer Tambe – CMS Cameron McKenna Nabarro Olswang LLP; Anthony Waller – CMS Cameron McKenna Nabarro Olswang LLP;

Law Firms: CMS Cameron McKenna Nabarro Olswang LLP;

Clients: Telit Communications PLC;

Author: Federica Tiefenthaler