Key Takeaways
- • Epiris Fund III agreed to acquire FTSE 250-listed Gamma Communications for 1,120 pence per share, valuing the company at £1.015 billion in equity value and £1.079 billion enterprise value, representing a 53% premium to the April 7, 2026 closing price of 732 pence.
- • The acquisition will be executed through Bradbury Bidco Limited via a court-sanctioned scheme of arrangement, with completion expected in H1 2027, subject to shareholder approval and regulatory clearances across Germany, Austria, Australia, Spain, the Netherlands, and the United Kingdom.
- • HarbourVest and Limewood Capital are co-investors alongside Epiris; Ares Funds are providing debt financing and expected to hold a minority indirect interest in the acquisition vehicle, with Goldman Sachs confirming sufficient liquidity for cash consideration.
- • Gamma Communications' board, advised by Barclays and Q Advisors, intends to recommend the scheme unanimously; director irrevocable undertakings cover approximately 0.13% of shares in issue as of August 28, 2026, on a fully diluted basis.
- • The transaction consolidates a cash-generative UK and Germany communications platform off the London public markets, representing a take-private of a mid-cap listed operator.
Summary
Epiris has secured a recommended cash offer for Gamma Communications at 1,120 pence per share, valuing the FTSE 250 communications group at approximately £1.015 billion on a fully diluted basis. The offer implies an enterprise value of £1.079 billion. The transaction constitutes a significant premium to recent trading levels, representing a 53% uplift from Gamma's closing price of 732 pence on April 7, 2026 (the last trading day before the offer period commenced), a 55% premium to the volume-weighted average price from March 25 through April 7, 2026, and a 41% premium to the one-month VWAP prior to the announcement.
The acquisition will be structured through Bradbury Bidco Limited, a newly incorporated acquisition vehicle controlled by Epiris GP III Limited, and will proceed via a court-sanctioned scheme of arrangement targeting all issued and to-be-issued ordinary share capital. HarbourVest Partners and Limewood Capital are participating as co-investors, while Ares Funds are providing debt financing under an interim facilities agreement and are expected to retain a minority indirect interest in the bidco parent structure. Goldman Sachs is serving as exclusive financial adviser to Epiris and Bidco, and has confirmed the availability of sufficient cash to fund the consideration.
Gamma's board of directors, advised by Barclays and Q Advisors, has indicated its intention to recommend the scheme of arrangement unanimously to shareholders. As of August 28, 2026, directors' irrevocable undertakings cover 114,824 shares, representing approximately 0.13% of issued shares (excluding treasury holdings) relative to Gamma's total voting share count of 89,144,656 shares. Completion is anticipated in the first half of 2027, conditional upon shareholder approval and receipt of requisite antitrust and foreign investment clearances from regulatory authorities in Germany, Austria, Australia, Spain, the Netherlands, and the United Kingdom. The transaction represents a take-private of a cash-generative communications operator with material operations in the UK and Germany markets.
The acquisition will be structured through Bradbury Bidco Limited, a newly incorporated acquisition vehicle controlled by Epiris GP III Limited, and will proceed via a court-sanctioned scheme of arrangement targeting all issued and to-be-issued ordinary share capital. HarbourVest Partners and Limewood Capital are participating as co-investors, while Ares Funds are providing debt financing under an interim facilities agreement and are expected to retain a minority indirect interest in the bidco parent structure. Goldman Sachs is serving as exclusive financial adviser to Epiris and Bidco, and has confirmed the availability of sufficient cash to fund the consideration.
Gamma's board of directors, advised by Barclays and Q Advisors, has indicated its intention to recommend the scheme of arrangement unanimously to shareholders. As of August 28, 2026, directors' irrevocable undertakings cover 114,824 shares, representing approximately 0.13% of issued shares (excluding treasury holdings) relative to Gamma's total voting share count of 89,144,656 shares. Completion is anticipated in the first half of 2027, conditional upon shareholder approval and receipt of requisite antitrust and foreign investment clearances from regulatory authorities in Germany, Austria, Australia, Spain, the Netherlands, and the United Kingdom. The transaction represents a take-private of a cash-generative communications operator with material operations in the UK and Germany markets.
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