Stan Kroenke is poised to become the sole owner of Arsenal allowing him to take the company private after Alisher Usmanov agreed to sell his shares to the American.
When rumours first started to emerge that Usmanov was considering selling up at Arsenal I contacted his people. Usmanov runs an incredibly tight ship and you are guaranteed that if you write about him, his people will read it. If there is anything they consider to be inaccurate they will tell you, quickly.
It was notable, then, that Usmamov’s people did not reply to my inquiry. I’ve contacted them before when similar rumours emerged and they were happy to deny them at the time.
This time around, however, there was just silence.
Stan Kroenke has reached agreement with Alisher Usmanov on his buy-out of Arsenal. It's not just an offer – Usmanov has accepted the terms of a takeover that values Arsenal at £1.8 bn.
— Jeremy Wilson (@JWTelegraph) August 7, 2018
A statement from Kroenke’s company, Kroenke Sports Entertainment (KSE), read: “KSE UK is pleased to announce the terms of its all-cash offer to acquire the entire issued and to be issued ordinary share capital of Arsenal Holdings PLC other than the Arsenal Shares already held by KSE.
“KSE, a Delaware corporation wholly-owned by Mr E. Stanley Korenke, currently holds 41,743 Arsenal Shares, representing approximately 67.09 per cent of the existing issued share capital of Arsenal.
“KSE has received an irrevocable undertaking from Red and White Securities to accept the Offer in respect of Red and White Securities’ entire holding of 18,695 Arsenal Shares (representing approximately 30.05 per cent. of the existing issued share capital of Arsenal, and approximately 91.31 per cent. of the Arsenal Shares not currently held by KSE) as soon as possible following the publication of the Offer Document and in any event by 3.00 p.m. today.
“The Offer is conditional only upon KSE receiving valid acceptances representing not less than 90 per cent. of the Arsenal Shares to which the Offer relates (being the Arsenal Shares not held by KSE). Therefore, upon the valid acceptance of the Offer by or on behalf of Red and White Securities, the Offer will become unconditional as to acceptances and unconditional in all respects.
“Under the terms of the Offer, which will be subject to the Acceptance Condition and further terms set out in Appendix 1 to this Announcement and the full terms and condition set out in the Offer Document, Arsenal Shareholders will be entitled to receive:
“For each Arsenal Share GBP29,419.64 in cash
“The Offer values the entire issued share capital of Arsenal at approximately GBP1.8 billion
“The successful implementation of the Offer will result in the opening of a new chapter in the history of the Club in bringing 100 per cent. private ownership by KSE. KSE believes moving to private ownership will bring the benefits of a single owner better able to move quickly in furtherance of the Club’s strategy and ambitions. KSE is a committed, long-term owner of the Club.
“Arsenal Shares will be acquired pursuant to the Offer fully paid with full title guarantee and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid from Completion.
Kroenke added, “We at KSE are moving forward with this offer leading to 100 per cent ownership of the club.
“We appreciate Mr Usmanov’s dedication to the Arsenal Football Club and the storied ethos and history the Club represents.”
From that statement, you can also see that Kroenke is expecting the deal to go through meaning yet more change for Arsenal. It will mean a lot less transparency as Kroenke will not be required to release the company’s financial results should he delist it from the Stock Exchange.
According to investopedia, “The process of making a public company private is relatively simple and involves far fewer regulatory hurdles than the private to public transition. At the most basic level, the private group will make an offer to the company and its shareholders. The offer will stipulate the price the group is willing to pay for the company’s shares. Once the majority of the voting shares have accepted the offer, shares of the company are sold to the private bidder, and the company becomes privately held.”
Arsenal fans should be more concerned than just the lack of access they will no have to the club:
Kroenke taking on c£600m more in debt at KSE is not positive. Arsenal is the centrifuge around which all his other highly geared assets spin. Expect him to take massive multimillion-pound dividends to service it once he turns Arsenal into a ltd company. #afc #arsenal #thearsenal
— Matt Scott (@Matt5cott) August 7, 2018