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JC Flowers, the US private equity group for the first time provided details of the financing behind its £3.5 billion Bid for Friends Provident in the latest twist in the long-running takeover saga aimed at getting the insurer to open its books for due diligence.
In a statement today, the group stood by its previous 150p a share offer, which Friends has rejected, and said it would fund the majority of the bid with equity from JC Flowers and other co-investors.
The remainder will be financed through debt provided by Royal Bank of Scotland, Morgan Stanley and Citigroup. JC Flowers said it had received letters of commitment from the banks but added that: "based on certain assumptions and subject to certain conditions, they are highly confident of their ability to underwrite the debt component of the acquisition consideration".
Britain’s takeover regulator last week issued a "put up or shut up" to Flowers that stipulated the US group must make an offer for Friends by the end of April or walk away.
Sir Adrian Montague, Friends' vociferous chairman, has become increasingly frustrated with Flowers and has said there is "no grand canyon" between the two sides over price but has urged the American buyout group to provide more certainty around its financings to help bring the negotiations to an end.
Flowers said: "JC Flowers is keen to begin the due diligence process and would welcome the opportunity to enter into discussions with Friends Provident as soon as possible".
Flowers first expressed interest in Friends Provident in November when the chief executive, Philip Moore, resigned after an agreed £8.7 billion merger with Resolution failed. Mr Moore was subsequently replaced by Trevor Matthews, the former head of Standard Life's UK business.
In January, it indicated it was willing to pay 175p per share, below the 200p a share deal the insurer sought.
However, since January, Friends Provident's share price has fallen from 164p to today's 136p and the insurer has written down £400 million, nearly halved its dividend and cut 600 jobs.
One source said that having disclosed more details of its offer, Flowers would now try and enter into discussions with Friends' shareholders with a view to convincing them of the merits of its bid.
The US group said it had paid an average price of 155p and up to 165p per share which means it would have to seek permission from the Takeover Panel to make an offer below 165p. It said it would only do so if Friends' board recommended its bid.
Friends shares were up 2-1/2p at 136 pence a share.
Flowers said it had lined up a group of advisors including former Prudential chairman Martin Jacomb, whom it said would join Friends’ board as non-executives if the deal went ahead.
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