Triton Seeks to Beat Bain With $1.3 Billion Bid for Caverion

Triton Fund V raised its offer for Finnish building maintenance services provider Caverion Oyj to an equity value of €1.22 billion ($1.3 billion) as it seeks to outbid Bain Capital Private Equity LLP.

(Bloomberg) — Triton Fund V raised its offer for Finnish building maintenance services provider Caverion Oyj to an equity value of €1.22 billion ($1.3 billion) as it seeks to outbid Bain Capital Private Equity LLP.

Triton’s Crayfish BidCo Oy offered €8.95 a share for Caverion, according to a statement on Friday. The offer is 11.9% higher than the upfront payment version of the January bid by Bain Capital-led consortium, it said.

The two investors are engaged in a bidding war over Caverion, which provides building systems and industrial services across Europe, including ventilation, security, fire safety and telecommunications, and automation to control them. Caverion shares jumped as much as 4.3% in Helsinki to €8.90 when trading opened and have almost doubled in value since the bidding started in November.

Under the Bain bid, Caverion holders can choose a debt instrument which entitles them to a fixed cash payment of €8.50 nine months from the completion of the offer or a cash consideration of €8 upon its completion. Bain Capital has sought to cast doubt over the Triton offer, saying the fact that its rival owns one of Caverion’s key competitors, Assemblin, would likely trigger a complex and lengthy antitrust process that could result in complicated remedies.

Triton said it expects to obtain all necessary approvals and complete the deal during the third or fourth quarter. To accelerate that process, it has decided to request a partial referral of the case to Finland, meaning that “timely clearance could be obtained by limited targeted local remedies in Finland alone,” said Mikael Aro, a senior industry expert at Triton. 

“We are surprised by the unsubstantiated statements made by the consortium led by Bain Capital concerning our tender offer,” he said. “The matter of fact simply is that we have spent significant resources in terms of both time and money and continue to do so in pursuing this transaction and have conviction in our ability to complete our offer and deliver the best value for all shareholders.”

Triton has agreed on conditional share purchases that will, once completed, increase its shareholding to about 13.8% to show its “strong commitment” to seeing the offer through, it said.

Bain Capital’s offer has been recommended by the board of Caverion, and it has received all regulatory approvals for the deal.

(Updates with shares in third paragraph)

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