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Laxey Partners, the activist investor, has tabled an indicative offer for TDG, the transport and logistics group, valuing the company at about £216 million.
Laxey, which owns a 22 per cent stake in TDG, is understood to have been in talks with the board for several weeks about a possible offer.
In a formal statement TDG said that the approach was conditional on satisfactory due diligence, financing and a board recommendation, adding: "There can be no certainty that the approach will result in a formal offer."
TDG shares jumped 13 per cent, or 29.5p, to 255p on today's announcement, below the indicative offer pitched at 275p, minus a dividend of 8.75p announced by TDG in its 2007 figures this morning.
Laxey's practice is to take stakes in underperforming companies and then press for change. The company once tried to break up British Land and last October was defeated in an attempt to throw out the board of Prodesse Investment, a London-listed investment vehicle.
TDG shares have underperformed the market, having slumped from a higher of 318.25p last spring.
TDG reported profits before tax for 2007 up 9 per cent to £15.7 million and an upbeat trading statement.
David Garman, chief executive at TDG, said that trading was a little ahead of the company's expectations a year ago and that there were "clear signs that our strategy is delivering".
Preston Rabl, the chairman of Laxey, said that he supported the company's strategy and was "excited about the opportunity to back TDG, its management team and employees".
His company retains the right to waive any of the preconditions to its bid and to offer a lower price if this has the backing of the TDG board.
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