Belvoir has this morning withdrawn its merger offer to The Property Franchise Group, after some weeks of talks.
As recently as Tuesday, Belvoir secured the backing of some TPFG shareholders to pursue merger talks, which collapsed last month when TPFG accused Belvoir of significantly undervaluing the company’s worth. TPFG, which has Martin & Co amongst its high street brands, had made it clear that it regarded Belvoir’s approaches as the equivalent of a hostile takeover.
In a statement to the City this morning, Belvoir said:
Although the terms set out by Belvoir in its announcements of 19 October 2017 and 1 November 2017 set out Belvoir's preferred structure through which to combine the businesses of Belvoir and The Property Franchise Group, it is not possible, given the concentration of The Property Franchise Group shares held by The Property Franchise Group's directors and their connected persons being 49.3% of the The Property Franchise Group issued share capital, to implement the Possible Merger Offer without the engagement and agreement of the directors of The Property Franchise Group, which, as at the date of this announcement, has still not been forthcoming. Belvoir notes the announcement of 2 November 2017 by The Property Franchise Group confirming its position.
The Belvoir board is disappointed that the The Property Franchise Group board has declined to enter into a dialogue, not least given that the The Property Franchise Group board itself has recognised the scale that would be achieved in combining the two businesses and moreover, given a number of common institutional shareholders have publicly stated their support, in principle, for a dialogue between the boards of Belvoir and The Property Franchise Group with regard to the Possible Merger Offer, as announced by Belvoir on 14 November 2017.
Consequently, with regret, given that the Rule 2.6 deadline under the Code is 5pm today and in the absence of any engagement from the directors of The Property Franchise Group, Belvoir is now effectively unable to progress its Possible Merger Offer.