30 March 2022
News Agility Group

Recommended Cash Offer For John Menzies By Agility

The boards of Agility Public Warehousing Company K.S.C.P. (Agility) and one of its wholly owned subsidiaries, and the board of John Menzies PLC (Menzies) have today announced that they have reached agreement on the terms of a recommended cash offer to acquire 100% of the ordinary shares in Menzies at a price of 608 pence a share.

The deal values Menzies at approximately £571 million on a fully diluted basis and at approximately £763 million on an enterprise value basis.

The board of Menzies intends unanimously to recommend the cash offer to their shareholders. The full text of the announcement can be found here.

Largest airport services company by number of countries

If approved by Menzies’ shareholders and regulatory authorities, the deal will create an industry powerhouse in aviation services.

The Combined Group is expected to be the largest airport services company in the world by the number of countries it operates in, second largest in terms of airports served, and third largest in terms of revenuei.

The combined revenues of Menzies and NAS were in excess of $1.5 billion in 2021. The Combined Group is expected to have approximately 35,000 employees with a presence at more than 250 airports in 57 countries, handling more than 600,000 aircraft turns per year.

The Combined Group will be wholly owned by Agility, a global supply chain services, infrastructure and innovation company with a successful track record of investing in and scaling businesses sustainably and responsibly.

Hassan El-Houry, Chief Executive of National Aviation Services said:

“This deal creates a world leader in airport services and unlocks value for all stakeholders. The NAS-Menzies combination brings together highly complementary operations and ensures that the combined business has the scale and resources to grow. Menzies shareholders will realize a premium in return for supporting the transaction. Customers will benefit from Menzies’ operational excellence at more airports around the world and will be able to choose from a broader product offering. Employees of both companies will benefit from being part of a larger, stronger group that offers more career development and advancement opportunities. The combined business will have the capital to invest in the talent, technology, innovation, infrastructure, equipment, and sustainability leadership required to accelerate growth.”

Philipp Joeinig, Chairman and Chief Executive of John Menzies said:

“The Menzies Directors believe that the offer represents a fair and recommendable price for shareholders which recognises Menzies’ future prospects.

Menzies is an outstanding business with a long and rich history. The Board of Menzies applauds the work that the Menzies management team have done to steer the business through the challenging impacts of the pandemic and position the business for continued future growth and the next evolution in its journey.

The Menzies all-cash offer from Bidco represents an opportunity for current shareholders to realise value for their investment at an attractive premium and valuation multiple.”

Tarek Sultan, Vice-Chairman of Agility said:

“Agility’s focus is on growth and shareholder value creation. We are a long-term, multi-business operator and investor aiming to create value with a disciplined investment strategy that focuses on companies in high-growth sectors with strong fundamentals, reinforced by management teams with established records, best-practices governance, and alignment with Agility’s vision and values.

Menzies is a good fit. The aviation sector has strong growth potential, and Menzies is one of the most-established providers in the industry, with a sustainability focus we share. A NAS-Menzies combination will create a strong and resilient industry player, well positioned to grow and drive future earnings. We expect this acquisition to further diversify Agility’s revenue base and strengthen cash flow generation.”

About Menzies, NAS and Agility

Menzies is a critical partner to the global aviation industry, delivering time-critical logistics services at more than 200 locations in more than 37 countries, across six continents, through a global team of more than 25,000 highly trained people. Menzies Aviation is firmly established as a global player in cargo, fuelling and ground handling with strong competitive positioning within each of its core focus areas and an excellent reputation in the market.

NAS is an established and trusted aviation services provider in the emerging markets, with customers including many of the world’s leading airlines such as British Airways, Air France, KLM, Emirates and Qatar Airways. It is also one of the industry’s fastest growing regional aviation services providers, with a presence in more than 55 airports across the Middle East, Africa and South Asia.

NAS is part of the Agility group, a global supply chain services, infrastructure and innovation company listed on the Kuwait Stock Exchange and the Dubai Financial Market. Agility has a proven track record of investing in and successfully scaling businesses sustainably and responsibly, both organically and through acquisitions.

A stronger company with the scale and resources to grow

The combination of NAS and Menzies represents a compelling opportunity to:

  • Create a global aviation services leader with greater scale and resources to deploy on growth opportunities: The Combined Group will be equipped with the scale and resources necessary to serve a broader customer base globally, and capitalise on growth opportunities as the aviation industry continues to recover from the effects of the COVID-19 pandemic. The Combined Group will have the capital to be able to invest in the talent development, technology, infrastructure, sustainability, and innovation required to accelerate growth.
  • Leverage complementary footprints and product portfolios to create a truly global aviation services and air cargo platform: The Combined Group is expected to unite NAS’ leadership in fast-growing emerging markets across the Middle East and Africa, with Menzies’ strong footprint in large global markets in Europe, North America and Oceania. Customers will benefit from a more diversified product portfolio, and will be able to access Menzies’ operational excellence and greater scale in more airports around the world.
  • Establish a stronger and more resilient entity that is better positioned to support the needs of the market: The Combined Group will expand the breadth and depth of service offerings to customers, as well as meet growing customer expectations to invest in areas including technology, new equipment, warehousing infrastructure and training. Together, the companies will be able to respond more effectively in an increasingly competitive market.

Combining Menzies and NAS; uniting under the global Menzies brand

It is intended that the Combined Group will use the globally-recognized “Menzies” and “Menzies Aviation” brands following completion of the acquisition.

Following completion of the Acquisition, it is intended that Menzies and NAS will be combined and managed by a team with representatives drawn from both Menzies and NAS with the current Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of Menzies in these roles in the Combined Group. The current NAS CEO is expected to assume the role of Chairperson of the Combined Group. The Combined Group will be governed by a professional board of directors through an appropriate governance structure.

NAS/Agility intend to support Menzies’ heritage and presence in the UK, including retaining a corporate hub and significant head office functions in Edinburgh. In addition, the intention is to open a new head office for the Combined Group in London, where certain senior management and some head office functions will be located. These arrangements will reflect the global footprint of the Combined Group’s operations and enable the Combined Group to have a new centre in London, where many of its clients have a presence.

Expected Closing in Q3

Now that a recommended offer has been announced, the next steps are to seek approval from Menzies shareholders as well as the relevant regulatory authorities. Both companies will work alongside counsel to ensure that the requisite competition and regulatory filings are made in the appropriate jurisdictions. It is currently expected that the transaction will complete in the third quarter of 2022.


i By 2019 reported revenue.

Media enquires

Finsbury Glover Hering (Public relations adviser to NAS, Agility and Agility Bidco)

James Murgatroyd – Tel: + 44 (0) 20 7251 3801

Richard Webster-Smith

FTI Consulting (Public relations adviser to John Menzies plc)

John Waples – Tel: +44 (0) 20 3727 1000

Alex Beagley

Latest News

Important Disclaimer

Possible offer for John Menzies plc (“Menzies”) by NAS Holding for Company’s Business Management (Holdco) S.P.C. and/or its affiliates (“NAS”) (the “Possible Offer”).

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS AND/OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH NAS REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY NAS RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. NAS reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of NAS.

This part of the website contains electronic versions of materials relating to the Possible Offer.  The materials you are seeking to access are made available by NAS in good faith and for information purposes only and are subject to the terms and conditions set out below.  Any person seeking to access this part of the website represents and warrants to NAS that they are doing so for information purposes only.

To allow you to view information about the Possible Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Possible Offer.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise (or solicitation of any votes attaching to securities which are the subject of the Possible Offer). Any offer (if made) would be made solely by means of an offer or scheme document which would contain the full terms and conditions, including details on how it may be accepted. Any decision made in relation to any offer (if made) should be made solely and only on the basis of the information provided in any such document.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION.

This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Forward-Looking Statements

This Microsite and the Information, including information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Menzies and its subsidiaries and subsidiary undertakings (the “Menzies Group”) and/or NAS and its subsidiaries and subsidiary undertakings (the “NAS Group”).

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Menzies Group and/or the NAS Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could affect the future operations of the Menzies Group and/or the NAS Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to (a) currency fluctuations; (b) economic and financial market conditions in various countries and regions; (c) political risks; (d) changes in operational and trading conditions; and (e) changes in general economic, business and political conditions, including changes in the financial and commodities markets. Due to such uncertainties, NAS can’t give any assurance that any forward-looking statement will prove to be correct in the future.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. NAS doesn’t undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any Possible Offer related materials accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by NAS speak only at the specified date of the relevant document and NAS has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Possible Offer related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by NAS is for the correctness and fairness of its reproduction.

Neither NAS, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
  • I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
  • I represent and warrant to NAS that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.

I Decline