Armstrong Teasdale Advises VSA Capital

December 27, 2021 Firm News

Armstrong Teasdale’s U.K. Capital Markets and U.S. Financial and Real Estate Services teams recently advised client, VSA Capital Limited (VSA Capital) in connection with the Rule 2.7 announcement for the recommended cash offer by Inform Information Systems Limited (Inform) for the entire issued, and to be issued, ordinary share capital of Universe Group plc (Universe) to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (Acquisition). VSA Capital is the financial adviser to Professional DataSolutions, Inc. (PDI) and Inform for the Acquisition.

An international investment banking and brokerage firm with offices in London, England, and Shanghai, China, VSA Capital provides corporate finance, advisory and capital markets services to private and public companies. VSA Capital acts as retained adviser and/or broker to listed or quoted companies on various exchanges, and many of its clients are capitalised at over £100 million.

Universe is a leading financial technology company, which designs, develops and supports point of sale, payment and online loyalty solutions and systems for the petrol forecourt and convenience store markets in the United Kingdom.

Inform, a wholly owned subsidiary of PDI, provides enterprise software and maintenance, and associated professional services. PDI is a leader in enterprise management software for the convenience retail and petroleum wholesale markets and is a portfolio company of the private equity group Insight Partners.

The Acquisition values Universe’s entire issued, and to be issued, ordinary share capital at approximately £33.1 million on a fully diluted basis. Inform is providing the cash consideration payable under the Acquisition through debt financing.

Joan Yu, Head of U.K. Capital Markets at Armstrong Teasdale, commented: “We are pleased to have advised VSA Capital in this transaction. Working with my U.S. Partner John Willard demonstrated our U.S./U.K. offering across our offices together with U.S. debt financing expertise. We look forward to more cross border activities in 2022.”

Armstrong Teasdale’s team was led by U.K. Partner Joan Yu (London office) and U.S. Partner John Willard (St Louis office).

Andrew Raca, Head of Corporate Finance at VSA Capital, said: “We needed a credible Anglo-U.S. law firm to advise us on the complex financing arrangements for the £33 million takeover of Universe Group plc by Atlanta-based PDI Software where VSA Capital was acting as Financial Adviser to the bidder under the U.K. Takeover Code. We chose Armstrong Teasdale.”

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