Stephenson Harwood advising bd-capital on £82m takeover offer for Science In Sport

Law firm Stephenson Harwood LLP is advising bd capital Partners Limited ('bd capital') on its proposed public-to-private takeover of AIM-listed Science in Sport plc ('SiS').

Founded in 1992 and admitted to trading on AIM since August 2013, SiS is a leading sports nutrition business that develops, manufactures, and markets innovative nutrition products for professional athletes, sports and fitness enthusiasts and the active lifestyle community, with production facilities based in Blackburn, United Kingdom. SiS has two highly regarded brands: PhD, a premium active-nutrition brand targeting the active lifestyle community; and SiS, a leading endurance nutrition brand for elite athletes and professional sports teams. SiS has a core range comprising gels, powders and bars focused on hydration and recovery, and is an official endurance nutrition supplier to multiple professional teams, organisations and clubs worldwide.

bd-capital, a key client of London Private Equity partners Malcolm MacDougall and Chris Manning, was founded in 2019 by Andrew Dawson (former Partner at Advent International), and Richard Baker (former FTSE 100 CEO and Chairman, and Advent Operating Partner). bd-capital is a private equity firm that follows an operator-led investment strategy, making majority investments in mid-market businesses headquartered in the UK, Benelux and Iberia, which operate in industries that are experiencing enduring structural growth across the healthcare, services and consumer sectors. bd-capital has raised two funds since its inception, and, currently, has over €800 million in assets under management.

If successful, the proposed acquisition of SiS would represent bd-capital’s third investment in the consumer healthcare space, following its previous investments in Symprove, a gut health food supplement brand, and Bonusan, a pan-European vitamins, minerals and supplements brand.

bd-capital’s proposed takeover offer comprises a recommended, all-cash offer for Science in Sports plc by Einstein Bidco Limited, a wholly-owned subsidiary of bd-capital's second fund, and will be effected by a Court-sanctioned scheme of arrangement in accordance with the UK Companies Act and the Takeover Code. The offer price of 34p per share values SiS at over £82m.

As well as advising bd-capital on its obligations under the Takeover Code, the firm is also advising on the terms of the rollover arrangements proposed to be entered into by certain members of SiS management, in respect of their continued participation in the business post-completion. Investec Bank is acting as financial adviser to bd-capital on the proposed acquisition. Panmure Liberum is providing independent financial advice to the SiS Independent Directors for the purposes of Rule 3 of the Takeover Code.

A cross-practice team from the London office, led by Corporate Finance partner David Dowding and Private Equity partner Chris Manning, is advising bd-capital, supported by Managing Associate Victoria Silver, and Associates Bryton Chin, Kunal Shah and Harry House. Partner Nicholas Stretch advised on incentives matters with assistance from Consultant Sue Farrow. The deal team has been further supported by a cross-practice team including Intellectual Property, Tech and Data Partners Sally Samadi and Alexandra Pygall and Associates Matthew Angell and Alice Routh; Employment Partner Richard Freedman, and Managing Associate Natalie Edwards; Real Estate Partner Catriona Berman and Associate Stephanie Sagar; Finance Partner Julie Romer and Associates Lucia Barretto and Katherine Emerson; Pensions Counsel Naeem Noor and Associate Julia Cooper; Projects, Energy and Infrastructure Partners Ryan Fordham, Nick Abel-Smith and Feroze Abbas, Managing Associates Rebecca Daniels and Edward Irving, and Associates Anna Prebble and Sophie-Anne Brown.

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