Close Brothers Corporate Finance advised ICM Computer Group plc (ICM) on the recommended cash offer by Phoenix IT Group plc at 286.1p in cash and 0.65 of a Phoenix share per share valuing the issued and to be issued share capital at £108 million and the Company at approximately £125m

Background

• ICM, listed on the London Stock Exchange, delivers Business Availability through two key elements, Managed Availability and Business Continuity. When combined these provide a unique portfolio of IT Services to help its clients achieve maximum value and maximum uptime from their IT systems.

• The company is headquartered in Leeds, UK

Process & outcome

• On 13 October 2006, Netstore plc launched a hostile bid for ICM

• Netstore and ICM, advised by Close Brothers Corporate Finance, engaged in a period of negotiation which ultimately, following advice from Close Brothers, led to the Board rejecting the offer as it undervalued the business

• During the period of negotiation Close Brothers Corporate Finance ran a process to find alternative bidders so as to maximise competitive tension and price

• By January 2007 this led to Phoenix IT and an MBO team entering the bidding process for the company

• Close Brothers Corporate Finance ran a competitive process to allow the bidders to complete a limited due diligence and place their best bids on the table.  A number of offers and counter offers followed this

• A final all cash offer of 490p per share (valuing the issued share capital at £104 million) was made by the MBO team on 18 April 2007

• Phoenix followed this with an offer of 286.1p in cash and 0.65 of a Phoenix share per share valuing the issued and to be issued share capital at £108 million on 25 April 2007

• This compared with a pre-offer price of 271.0p.  The Phoenix offer represented a 86.3% premium to the closing share price on the day prior to the Netstore announcement

For more information regarding this transaction or the industry, please contact Peter Alcaraz on

+44 (0) 20 7655 3100.