Termination of G4S’s proposed acquisition of ISS
Today, G4S plc (“G4S”) and FS Invest II S.à.r.l. ("FS Invest"), which is indirectly owned by funds advised by EQT Partners (“EQT”) and by GS Capital Partners, have together agreed to terminate their Share Purchase Agreement pursuant to G4S’s proposed acquisition of ISS A/S for £5.2 billion.
Ole Andersen, Chairman of the Board of ISS, commented:
“In July our owner – FS Invest – was approached by G4S proposing to combine our two companies. There was a strong industrial and commercial rationale in the proposal and therefore we pursued the opportunity. However, it became evident after the announcement of the potential combination that G4S’s shareholders would not support the acquisition, due to the size and perceived complexity of the deal against the current macroeconomic backdrop. As a consequence our owner has agreed with G4S that the proposed acquisition should not proceed and we should get back to running our separate businesses and pursuing our respective goals.”
Jeff Gravenhorst, ISS’ Group CEO, commented:
“The combination of ISS and G4S would have been a real game changer in the global service industry. The proposed transaction and the approach from G4S have endorsed our track-record and our customer driven multiservice strategy. The last few weeks we have received much recognition of our people, our strong business performance, our emerging market footprint and our leadership in Integrated Facility Services. These are some of our greatest assets, and they are the foundation upon which we will continue to build our future – The ISS Way.”
Johan Hähnel, Spokesperson for FS Invest, commented:
“As owner of ISS, we remain committed to the company and its management, and fully support the operational strategy which has created proven and sustainable growth over the past 6 years.
ISS will continue operating as a strong independent service provider and will maintain and defend its position as the global leader in integrated facility services. This summer – before the approach from G4S – ISS successfully amended and extended its debt facilities, enabling ISS to continue growing its business organically on a ‘business as usual’ basis for several years to come.”
ISS recently released a trading update for Q3 and the first 9 months of 2011. Organic growth for Q3 was 7.0% - this marks the eighth consecutive quarter with an increasing organic growth rate. Organic growth for the first 9 months of 2011 was 6.4%. Growth has been particularly strong in emerging markets, where ISS has more than half of its 530,000 employees.
Since the buy-out in 2005, ISS has roughly doubled its revenue, profit, number of employees and exposure to emerging markets. In the same period, ISS has increased the number of significant international Integrated Facility Services contracts from 2 to 11.
Over the last 12 months ISS has won significant new contracts such as The United Kingdom Foreign Commonwealth Office, Statoil, Shanghai Pudong International Airport, New South Wales Government Schools, Tesco, and Phillip Morris International.
ISS does not expect to incur material costs as a result of the termination of the proposed acquisition.
Implications for holders of notes issued by the ISS Group
FS Invest will continue its committed ownership of ISS A/S. Hence, the change of control provision mentioned in the announcement on 17 October will not be triggered, and there will be no implications for holders of notes issued by the ISS Group.
Ole Andersen, Chairman Jeff Gravenhorst, Group CEO
Media: Kenth Kærhøg, +45 38 17 62 05
For FS Invest:
EQT: Johan Hähnel, Communications & PR +46 8 506 55 334
GS Capital Partners: Joanna Carss, +44 (0)207 774 4102
Brunswick Group: Jon Coles / Mike Harrison, +44 (0) 20 7404 5959
The ISS Group was founded in Copenhagen in 1901 and has grown to become one of the world’s leading Facility Services companies. ISS offers a wide range of services such as: Cleaning, Catering, Security, Property and Support Services as well as Facility Management. Global revenue amounted to DKK 74 billion in 2010 and ISS now has more than 530,000 employees and local operations in more than 50 countries across Europe, Asia, North America, Latin America and Pacific, serving thousands of both public and private sector customers. For more information on the ISS Group, visit www.issworld.com.