N Brown Group is set for a significant transition as Joshua Alliance, its non-executive director and a major shareholder, moves to acquire the company for £191 million. This strategic acquisition aims to take the company private.
- The acquisition has been agreed upon between N Brown’s independent directors and Bidco, which is owned and controlled by Joshua Alliance.
- Alliance family members already hold 53.4% of N Brown shares, with key stakeholders like Frasers Group involved.
- Shareholders will receive offers of either cash or shares in Bidco, underlining the structured approach to the takeover.
- CEO Steve Johnson and CFO Dominic Appleton are opting for shares in Bidco, indicating confidence in the company’s future.
In a decisive move, the independent directors of N Brown Group, in conjunction with Bidco—an entity owned by Joshua Alliance—announced a recommended cash acquisition of the business valued at £191 million. This transaction marks a crucial step in N Brown’s journey, steering the company towards a privately-held structure, intended to mitigate the constraints and costs associated with its current public listing.
The Alliance family, notably influential shareholders with a 53.4% stake in N Brown, are pivotal in this development. Their involvement is complemented by other significant stakeholders, such as Mike Ashley’s Frasers Group, which retains a 20.3% interest in the business, reflecting a diverse and invested shareholder base.
Under the terms of the acquisition, N Brown shareholders have been offered 40 pence per share in cash. Alternatively, eligible shareholders have the option to receive one unlisted ordinary share in the capital of Bidco for each N Brown share. This dual-option proposal caters to different shareholder preferences, promoting a tailored acquisition strategy.
Joshua Alliance, who joined N Brown’s board in December 2020, aims to consolidate his 6.6% ownership by acquiring the entire share capital currently outside his control. The strategic rationale, as outlined by Bidco, highlights the limited trading liquidity and subdued market interest in small-cap consumer stocks as underlying reasons for the acquisition, alongside the potential financial burdens of a public market listing.
CEO Steve Johnson expressed support for the acquisition, noting it aligns with the company’s growth strategy. ‘We continue to deliver on our strategy for growth, enabled by a sustainable and efficient operating model, and supporting our people and talent,’ he stated. He emphasised that the acquisition would allow N Brown to accelerate its strategic objectives, ultimately benefiting all stakeholders involved.
The acquisition, pending shareholder approval, is slated for completion in early 2025, marking a substantial shift in N Brown’s corporate structure.
