TalkTalk receives shock £1.1bn takeover deal

British telecommunications giant TalkTalk has today agreed a £1.1bn takeover by its second-largest shareholder, Toscafund, and a private-equity investor.

Should the deal be completed, Talktalk would become a private entity.

Talktalk’s board have agreed to a deal where its shareholders would receive 97p per share.

Sir Charles Dunstone, Chairman of Talktalk said: “Being a private company would allow us to accelerate adoption and focus on our role as the affordable provider of fibre for businesses and consumers nationwide. The telecoms industry is going through a fundamental reset and we are keen to play our part in it.”

Ian West, Senior Non-Executive Director at TalkTalk, said: “The Independent TalkTalk directors have taken into account the risks associated in achieving TalkTalk’s strategic ambitions and the wide support that ToscaFund would provide
in this regard. The Independent TalkTalk directors believe, taking into account the advice they have received, that the terms of the cash offer are fair and reasonable, and are unanimously recommending that shareholders accept the cash offer.”

Osborne Clarke advises TalkTalk on recommended £1.1bn takeover offer

International legal practice Osborne Clarke is advising TalkTalk Telecom Group PLC on its recommended takeover by Tosca IOM Limited, a company formed at the direction of Toscafund Asset Management LLP and Penta Capital LLP. The offer was announced on 17 December 2020.

Under the offer, each TalkTalk shareholder will be entitled to receive £0.97 in cash for each TalkTalk share, valuing the company at approximately £1.1 billion. As an alternative to the cash offer, TalkTalk shareholders may elect to receive unlisted shares in Tosca IOM Limited. The transaction is to be effected by court-sanctioned scheme of arrangement and is expected to complete in Q1 2021.

TalkTalk listed on the London Stock Exchange’s Main Market in 2010 and is a constituent of the FTSE 250 index.

The Osborne Clarke team that is advising TalkTalk on the transaction is led by Corporate Partner Jonathan King, assisted by Senior Associate Kate Mellor and Associate Oliver Woods. Partner Michael Carter and Associate Director Dan Sharman are providing share schemes advice.

Jonathan King said: “Osborne Clarke has advised the TalkTalk business for many years, including on its demerger from the then Carphone Warehouse back in 2010.  It’s been a pleasure to continue that journey alongside the TalkTalk team and its other advisers on this key strategic transaction.”

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