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Liz is HR Technology and Services Research Director at NelsonHall, with global responsibility for key HR research projects including Cloud-Based HR Transformation, Cloud-Based Benefits Services, HCM Technology, EoR, Global Payroll and The Future of HR, as part of NelsonHall's wider HR Technology & Services practice.
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posted on Oct 19, 2015 by Rachael Stormonth
On October 14, the Xchanging board recommended a final cash offer by Capita of 160p per share. The offer, valuing Xchanging at ~£412m, represents a premium of ~44% to the closing price on October 2, 2015 (the last business day before the start of the offer period), 52% to the prior three-month average price and 64% to the one-month average price.
Capita states it believes the acquisition would:
Capita has been in discussions with Xchanging since early August regarding a possible offer, upping its initial 140p offer to its final 160p proposal on September 24 - which Xchanging’s board confirmed it would be willing to recommend on September 29 should Capita make a firm offer. Capita was granted due diligence access and had until 5pm on November 2 to make an announcenent.
There is another suitor, Apollo, with whom Xchanging has been having discussions about a potential 170p offer. Will this announcement push Apollo into making a counter offer? Xchanging's share price has surged since the news of the potential talks (over 165p at the time of writing, though still below its one-year peak).
Xchanging has been contending with a range of issues, and its global portfolio lacks coherence, partly a reflection of its heritage in a few large and diverse “Enterprise partnerships”. Xchanging is currently between CEOs, Ken Lever having announced his intention in July to step down at the end of the year, and new CEO Craig Wilson not yet started.
If Capita were to complete, this would be its largest ever acquisition, dwarfing its second largest, the £157m acquisition of avocis this February (though there have been a number of £50m+ acquisitions since 2011, helping Capita expand into new markets or extend its IT capabilities). So why is Capita so interested?
In recent years, Xchanging has repositioned and invested to emphasize its capabilities in “technology-enabled BPS”- exactly what Capita is emphasizing with its own various BPO offerings. Also, the private sector is increasingly important to Capita (over 60% of its current pipeline is in commercial sectors) and Xchanging would increase its presence in the Lloyds market, where Capita already has a presence for specialist services.
Looking in more detail at Xchanging assets that would be attractive – or at least very relevant - to Capita:
And less attractive to Capita?
But overall, Xchanging’s portfolio is particularly well suited to Capita's business and where it is looking to develop over the next few years. And the cost synergies from the head office rationalization are also a particularly good match.
We thus believe is highly unlikely that, even if there is a higher counter offer from Apollo, the Xchanging board will change it recommendation to shareholders: Capita presents a better option longer term. Howver, a counter offer from another IT services vendor might be more attractive.
NelsonHall has just published a comprehensive Key Vendor Assessment on Capita. We have also historically included Xchanging in the KVA program.