Bodycote shareholders approve Veritas takeover with backing from 99.79% of shares voted
Key Facts
Bodycote shareholders approved Veritas Capital's takeover scheme, with 99.79% of shares voted at the court meeting backing the deal, according to the company's announcement of the meeting results on 21 October 2026. A total of 72,373,141 shares supported the scheme in a vote on the transfer of ownership under the agreed offer. By shareholder count, 196 shareholders backed the scheme, representing 80.99%, according to the published voting table. At the general meeting, shareholders also passed the special resolution required to implement the scheme, with 72,339,259 shares in favour. The resolution received support from 99.78% of shares voted, securing shareholder approval for both the scheme and its implementation.
According to the firm offer announcement, the total value offered to Bodycote shareholders is about 940 pence per share, including the interim dividend. The offer includes cash consideration of 932.8 pence per share, payable under the terms of the acquisition. The interim dividend included in the total value amounts to 7.2 pence per share for the 2026 financial year. On this basis, the offer values Bodycote's equity at about £1,652 million on a fully diluted basis, according to the company's announcement. Enterprise value is about £1,852 million, the figure cited in the announcement alongside the equity valuation based on the offer's total value.
Bodycote's board justified its support for the offer by saying it provided shareholders with "immediate and certain cash value", according to the deal announcement. The board weighed this consideration against the macroeconomic and end-market risks associated with executing the company's medium- and long-term strategy. On the buyer's side, Veritas linked the deal's appeal to its investment experience in specialist engineering businesses, according to the firm offer announcement. That experience includes businesses in aerospace, defence and high-performance industrial technology, the markets Veritas identified in its investment rationale. Bodycote, according to its description of its operations, provides specialist industrial solutions to customers in aerospace, defence, automotive, energy and medical sectors.
On operating performance, Bodycote's revenue in the first half of 2026 was about £381.2 million, according to Investing's coverage of its interim results. This represented overall growth of 3.3% from the corresponding period a year earlier. Organic revenue growth was 6.5% over the same period, according to coverage of the results presentation. Performance varied across the group's end markets, with industrial gas turbine revenue rising 10.3%, according to the site's coverage of the interim results conference call. Automotive revenue, meanwhile, fell 4.4% in the first half, alongside growth in the group's overall revenue.
The shareholder vote followed CVC's announcement on 28 September 2026 that it did not intend to make an offer for Bodycote. In its statement published among the transaction documents, the company said: "CVC confirms that it does not intend to make an offer for Bodycote." The announcement of the agreement with Veritas on 1 September 2026 was accompanied by a rise in Bodycote shares during the trading session, according to Investing. The shares gained 4.5% at the time, the move reported by the site when the agreement was announced. The price reached 953.85 pence during that session, before CVC announced its position and shareholders voted on the scheme.
Following shareholder approval, Bodycote announced the expiry of the U.S. waiting period applicable to the acquisition under the Antitrust Improvements Act. The company expects the scheme to become effective in the first quarter of 2027, with completion remaining subject to regulatory and court conditions being met. The indicative timetable set the court sanction hearing for 11 March 2027, or another date expected within the same quarter, subject to conditions being satisfied or waived where permitted. The scheme requires court sanction and delivery of a copy of the court order to the Registrar of Companies to become effective, according to the acquisition document. The announced timetable sets the transaction's contractual long-stop date at 1 September 2027. After the scheme becomes effective, the timetable provides for cheques to be dispatched and cash consideration credited to accounts in the electronic settlement system within 14 days.