Sale of Authentication division: exercise of put and call option agreement
De La Rue plc (LSE: DLAR) ("De La Rue", the “Group” or the "Company") announces that all conditions to the exercise of options granted under the put and call agreement entered into by its subsidiary, De La Rue Holdings Limited (“De La Rue Holdings”) and CA-MC Acquisition UK Limited (“CA-MC”), a subsidiary of Crane NXT, Co. (together with CA-MC, “Crane NXT”) on 15 October 2024 for the sale of the Group’s Authentication division have now been satisfied or waived.
As a result, De La Rue Holdings and Crane NXT have now entered into the share purchase agreement (“Share Purchase Agreement”) relating to the sale of the Authentication division, as contemplated in the announcement of the proposed sale on 15 October 2024 (the “Sale Announcement”).
Further details of Share Purchase Agreement are set out in the Sale Announcement and the sale of the Authentication division is now expected to complete on 1 May 2025.
On completion of the Share Purchase Agreement, an amount of £300m will be payable by Crane NXT to De La Rue Holdings in cash, of which £15m (being 5% of the enterprise value) is to be held in escrow for up to 18 months post completion, £30m is to be paid to the trustee of the Group’s defined benefit pension scheme by way of an accelerated deficit repair contribution and a portion of the cash consideration is to be applied to repay the Group’s revolving credit facility in full, each as described in the Sale Announcement. The consideration will also be subject to a customary post-completion adjustment mechanism to reflect a debt-free, cash-free normalisation of the working capital position, as described in the Sale Announcement.