nCipher agrees to £51m takeover offer from Thales
IT giant Thales has made a friendly takeover offer for UK data security specialists nCipher plc, both companies said today.
The boards of both said they have reached agreement on the terms of a recommended cash offer.
nCipher Shareholders will get 300p a share, valuing the deal at about £50.7m.
The offer represents a premium of around 138% on Thursday's closing price, the last business day before yesterday's announcement by nCipher that it had received approaches with a view to a possible offer.
The acquisition is in line with Thales' strategy of expanding its presence in information and communication systems security. It said nCipher will complement Thales' encryption products portfolio by adding a hardware security module product range, a provisioning product for key management and a product to secure data stored on tape from loss, theft or compromise.
Combined technological strengths, a diverse product portfolio, strong brand leadership, and a global institutional customer base will provide expanded opportunities for customers and employees.
The Directors of nCipher said they considered the offer to be fair and reasonable and intend unanimously to recommend shareholders accept it.
Thales has already received acceptances fot around 36% of shares.
Thales UK CEO Alex Dorrian said: "The acquisition will bring together the best practices of both businesses in order to provide our customers with an enlarged security product range and a more complete suite of security services across the data encryption industry.
"The acquisition underpins our strategy of investing in growing sectors like security."
nCipher Chairman Robert Jeens said: "nCipher and Thales are two highly synergistic businesses with minimal operational overlap, and we believe that together we will be able to provide both independent and joint customers with a more effective and attractive way to deal with their ongoing security issues."
The share market only marked nCipher's share price up to 286p, some way sort of the offer price of 300p. This was perhaps an echo of the fact that the last time a bid was made for nCipher, it was knocked back by the UK's competition authority.
In early 2006, US-based SafeNet Inc made an offer of £86m for nCipher, but also at 300p a share. nCipher has made some capital repayments to shareholders in the meantime.
