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LONDON - Mitie Group Plc (LSE:LON:MTO) announced Wednesday that its proposed acquisition of Marlowe Plc has received clearance from Irish regulators, satisfying one of the key conditions for the deal’s completion.
The Department of Enterprise, Trade and Employment in the Republic of Ireland confirmed that the acquisition does not require mandatory notification under the Screening of Third Country Transactions Act 2023, according to a company statement.
The recommended cash and share offer, first announced on June 5, still requires approval under the UK’s National Security and Investment Act 2021 and must meet other conditions outlined in the scheme document published on June 23.
The acquisition will be implemented through a scheme of arrangement under the Companies Act 2006, with Mitie Treasury Management Limited (Bidco), a wholly owned subsidiary of Mitie, set to acquire Marlowe’s entire issued and to be issued share capital.
Shareholders will vote on the proposal at meetings scheduled for July 16, with the Court Meeting at 10:00 a.m. followed by the General Meeting at 10:15 a.m. Forms of proxy must be submitted by July 14.
If all conditions are met, including court sanction, the companies expect the scheme to become effective during the third quarter of 2025. The long stop date for the transaction is December 31, 2025.
The timetable includes provisions for a mix and match facility allowing shareholders to elect varying proportions of cash and shares, subject to offsetting elections by other shareholders.
Trading in Marlowe shares on AIM will be suspended and subsequently canceled as part of the completion process.
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