Agility Makes $1 Billion Cash Offer to Acquire John Menzies PLC

The boards of Agility Public Warehousing Company K.S.C.P. (Agility) and one of its wholly-owned subsidiaries, National Aviation Services (NAS) along with 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 80 cents a share.

The deal values Menzies at approximately $751 million on a fully diluted basis and at approximately $1 billion on an enterprise value basis.

The board of Menzies intends unanimously to recommend the cash offer to their shareholders.

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 of Menzies and NAS 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 revenue.

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.

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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.

"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.”

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.

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