SDL plc All-share Merger with RWS Holdings

N+1 Singer are delighted to have advised SDL plc on their all-share Merger with RWS Holdings.

The Combination will create the world’s leading language service and technology group with a market capitalisation of approximately £2.4 billion. The Combined Group will have broad capabilities across a range of language services, language and content software and IP services, combining the complementary strengths of RWSs’ specialist technical translation and localisation capabilities with SDL’s software, machine translation and AI capabilities.

SDL shareholders received 1.2246 RWS shares for each SDL share as part of the Combination and now own 29.5% of the Combined Group.

Commenting on the Combination, David Clayton, Non-Executive Chairman of SDL said:

“Having served as Chairman of SDL for seven years, I have been particularly delighted to see the growth of our business, with SDL now recognised as having market leading technology. On behalf of the SDL Board, I would like to thank the management team under the leadership of Adolfo and Xenia and our employees worldwide for making SDL the company it is today. The implied premium of 52 per cent. for SDL Shareholders is a reflection of this achievement.

The Combination will create the world’s largest language services and technology group, leveraging the strengths of both businesses for the benefits of our customers as well as our shareholders, and I am particularly excited by the opportunity to lever our market leading technology and workflow solutions across the Combined Group. I believe that the scale of the Combined Group will provide significant opportunities for our employees to play a significant role in transforming our industry for the benefit of our customers.”

Commenting on the Combination, Andrew Brode, Chairman of RWS Holdings said:

“Bringing together our two businesses creates the world’s leading language services and technology group, allowing us to provide a broader and enhanced offer to an expanded client base. As a Combined Group we will have comprehensive capabilities across a range of language services, language and content software and solutions, and IP services, further enhancing the two companies’ customer propositions.

We have a proven track record of creating shareholder value through the successful integration of businesses and we are confident that the Combined Group will deliver compelling strategic and financial benefits, as well as generating significant synergies for shareholders of both companies.

The Combined Group will have an attractive cash generative profile and is expected to have a net cash position at Completion, which will enable future investment in organic and acquisitive growth opportunities, alongside the continuation of our progressive dividend policy.

We look forward to working with the SDL team to maximise the significant opportunities ahead.”

N+1 Singer acted as Joint Broker to SDL plc.

About RWS Holdings plc

RWS is the world’s leading provider of intellectual property support services (patent translations, international patent filing solutions and searches), a market leader in life sciences translations and linguistic validation, a leading localization provider, and a high-level specialist language service provider in other technical areas, providing for the diverse needs of a blue-chip multinational client base spanning Europe, North America and Asia.

Ticker: RWS
Market Cap: £2,253.46 million*
Website: Click here

*As at 09/11/2020

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