Log in
Show password
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Dynamic quotes 
  1. Homepage
  2. Equities
  3. United Kingdom
  4. London Stock Exchange
  5. EverArc Holdings Limited
  6. News
  7. Summary
    EVRA   VGG3218K1003


SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

Perimeter Solutions entered into a definitive agreement to acquire EverArc Holdings Limited for $2 billion in a reverse merger transaction.

06/16/2021 EDT

Perimeter Solutions entered into a definitive agreement to acquire EverArc Holdings Limited (LSE:EVRA) for $2 billion in a reverse merger transaction on June 15, 2021. The consideration paid will consist of cash and preferred shares. In the context of such Merger, all EverArc Ordinary Shares outstanding immediately prior to the Merger shall be exchanged for the right to receive Perimeter Solutions shares. The consideration will be funded from a combination of EverArc's existing cash balances, a follow-on equity placing of approximately $400 million, $1.15 billion raised from an equity issuance, committed loan facilities of $600 million and issuance of $100 million of preferred equity to SK Invictus Holdings S.à.r.l. EverArc entered into a debt commitment letter with Morgan Stanley Senior Funding, Inc. (“MSSF”), Barclays Bank PLC (“Barclays”) and Goldman Sachs Bank USA for a five-year first lien senior secured revolving credit facility in an aggregate committed amount of $100 million to fund te cash portion of acquisition. Upon closing, EverArc and Perimeter will become the wholly owned subsidiaries of a newly formed Luxembourg company, Perimeter Solutions S.A. which will apply for listing of its ordinary shares and warrants on a U.S.-based stock exchange. Also, EverArc will request the cancellation of the listing of its ordinary shares and warrants trading on the London Stock Exchange. In the event that the Business Combination Agreement is validly terminated under certain circumstances, EverArc will be obligated to pay $50 million. Upon closing of the transaction, W. Nicholas Howley and William Thorndike, Co-Chairmen of EverArc, will serve as Co-Chairmen of the combined business and Perimeter's current management team, led by Edward Goldberg, will continue to lead Perimeter. The transaction is subject to customary closing conditions including the Registration Statement will have been declared effective under the Securities Act, Perimeter ordinary Shares will have been approved for listing on the NYSE or Nasdaq. The Boards of Directors of EverArc and Perimeter have each approved the transaction. As of July 8, 2021, the board of directors of EverArc sent a formal notice of approval of merger to its shareholders. The transaction is expected to close in fourth quarter of 2021. The Valence Group and Morgan Stanley & Co. LLC acted as financial advisors to EverArc and Greenberg Traurig LLP acted as English and US legal advisor and Maples and Calder acted as BVI and Luxembourg legal advisor to EverArc. Jeremy Liss, Jeffrey Fine, John Kosir, Tim Cruickshank, Benjamin Schreiner, David Mannion, David Holdsworth, Stuart Boyd, Francesca Harris and Thomas Wilson of Kirkland & Ellis acted as legal advisors to SK Capital Partners. Piper Sandler Companies (NYSE:PIPR) acted as financial advisor to EverArc. Tom O’Neill and Mike Flockhart of Herbert Smith Freehills LLP acted as legal advisors to EverArc Holdings Limited. Computershare Investors Services (BVI) Ltd. acted as registrar to Perimeter Solutions.

© S&P Capital IQ 2021
07/27Everarc Holdings Limited Reports Earnings Results for the Period from Novembe..
06/16EVERARC : Leading Fire-Fighting Products Producer, Perimeter Solutions, to Becom..
06/16EverArc Acquires Perimeter Solutions In $2 Billion Reverse Takeover
06/16Perimeter Solutions entered into a definitive agreement to acquire EverArc Ho..
01/15EverArc to Seek Acquisitions
01/15EverArc Holdings Limited Announces Audited Financial Results for the Year End..
2020EverArc Holdings Limited Reports Earnings Results for the Period from 8 Novem..
2020Everarc Holdings to Seek Acquisitions
2019Everarc Holdings Ltd. has completed an IPO in the amount of $340 million.
2019Everarc Holdings Ltd. has filed an IPO in the amount of $340 million.
More news
Duration : Period :
EverArc Holdings Limited Technical Analysis Chart | EVRA | VGG3218K1003 | MarketScreener
Managers and Directors
William Nicholas Thorndike Co-Chairman
W. Nicholas Howley Co-Chairman
Michael Tobin Senior Independent Non-Executive Director
Adam Luke Hall Independent Non-Executive Director
John Staer Independent Non-Executive Director