Ashurst advises Equals Group Plc on £283 million recommended takeover

Global law firm Ashurst is advising Equals Group Plc (Equals) on its £283 million recommended takeover by Alakazam Holdings BidCo Limited (Alakazam), announced today.

Alakazam is a newly-incorporated company to be indirectly wholly-owned by a consortium comprising the shareholders of Embedded Finance Limited (which trades as Railsr), funds managed or advised by TowerBrook Capital Partners (U.K. LLP) and funds managed or advised by J.C. Flowers & Co. LLC (together, the Consortium).

Pursuant to the agreed terms of the acquisition, Equals shareholders will be entitled to receive 140 pence in cash per Equals share, comprising a cash consideration of 135 pence for each Equals share plus a special dividend of 5 pence in cash per Equals share. It is intended that the acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

Equals develops and sells scalable payment platforms to enable organisations to move and easily manage their money flows through its payment and card products. Its shares have traded on AIM since 2014.

Equals announced in November 2023 that it was conducting a review of its strategic options. Following this, Railsr and D Square Capital approached leading investors in the Fintech space to put together a consortium to participate in the potential combination of Railsr and Equals to create a market-leading business. The Consortium believes that the combination would potentially create one of the largest and most capable embedded finance platforms in Europe by bringing together Railsr's embedded finance solution and Equals' cross-border transaction capabilities, providing an ability to serve customers wishing to utilise or embed financial services products within their own product offerings.

The Ashurst team is being led by Tom Mercer with senior associate Jasmin O'Reilly and associates Gareth Mair and Lucy McLaughlan along with trainee solicitor Khadija Patel and solicitor apprentices Matthew Hall and Faiza Zakaria. Senior adviser Jade Jack and counsels Jeffrey Johnson and John Papadakis are also advising. Competition partner Nigel Parr is providing antirust advice along with senior associate Emile Abdul-Wahab, associates Letty Morris and Zac Matthews together with trainee solicitor Simran Lamba and competition economist Oliver Noble. Financial regulatory advice is being provided by Lorraine Johnston, supported by senior associate Greg Patton and associate Tiegan Cormie. Senior associate Paul Ryan-Brown, associate Isabella Jackson-Martin and trainee solicitor Natasha Saunders are advising on the scheme of arrangement process. Global loans input is being provided by partner Arnaud Wtterwulghe supported by senior associates Maxime Narinx and Bram Delmotte. Employment law advice is being provided by partner Ruth Buchanan along with senior associate Hannah Martin.