Thirdforce board recommends cash offer of MBO

THE board of independent directors at Irish e-learning company Thirdforce is recommending to shareholders a cash offer for the company made by two of its current management team.

LearnVantage, a management buyout (MBO) vehicle established by Thirdforce chief executive Brendan O’Sullivan and chairman Pat McDonagh, yesterday lodged a formal offer for the company, following on from two previous indications of interest earlier this year.

The offer is unchanged from the pair’s previous indicated offer and involves three options for shareholders (a straight share-for-share offer; a mix of shares and cash of 12c for every four Thirdforce shares and a straight cash option of 10c per share; which values the overall deal at just over €27 million).

LearnVantage is also seeking to delist the company from the IEX and AIM markets should the deal go through.

A statement from the independent directors said they believed the cash alternative to be a “fair and reasonable opportunity for Thirdforce shareholders to realise their investment.”

“After careful consideration, the independent directors are pleased to have reached a position where the cash offer is at a price level at which the independent directors will recommend to Thirdforce shareholders,” said directors’ spokesperson Mike Newton.

Meanwhile, Mr McDonagh – on behalf of LearnVantage – said in a statement: “The LearnVantage directors believe that the Thirdforce Group has well-established market positions in its chosen sectors and that it has significant scope for long-term growth and development and, accordingly, that the acquisition will provide LearnVantage with a platform upon which to build the enlarged group’s position in the technology-enabled learning solutions and services sector.

“LearnVantage has made the offer because it believes that the strategic objectives of Thirdforce can best be achieved as an unlisted entity.

“LearnVantage directors believe that not being admitted to trading on AIM and/or the IEX will give LearnVantage more flexibility in how it undertakes mergers and acquisitions, especially in the US market,” he added.