The bidder is Pine Acquisition UK Bidco Limited, a company controlled by funds managed and advised by Ember, a New York-based private equity firm. Ashtead Technology shareholders will receive 615 pence in cash per share, which values the entire issued and to be issued share capital at approximately £505 million on a fully diluted basis. The announcement puts the premium at 80.9 per cent to the closing price of 340.0 pence on 22 September 2026, the last business day before the offer period began. The Takeover Panel disclosure table records the offer period as starting at 16:07 on 23 September 2026.
On the financial side, Santander is sole financial adviser to Ember and Bidco, and Deutsche Numis and Peel Hunt are joint financial advisers to Ashtead Technology. The directors, advised by Deutsche Numis and Peel Hunt, consider the terms fair and reasonable and intend to recommend the deal unanimously. Directors holding 1,822,898 shares, about 2.3 per cent of the issued share capital, have given irrevocable undertakings to vote in favour.
The acquisition will be implemented by a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. It needs the approval of a majority in number of scheme shareholders voting at the Court Meeting, representing at least 75 per cent in value of the shares voted, which reflects the statutory test in section 899(1) of the Act, followed by a 75 per cent vote at the General Meeting and the sanction of the court. The scheme document is to be published within 28 days of the announcement unless the Panel consents otherwise.
The consideration will be funded by equity from Ember funds, including a passive co-investment by CalPERS or its affiliates, and a term loan under an interim facilities agreement. Completion is expected late in the fourth quarter of 2026 or early in the first quarter of 2027, and the long stop date is midnight on 21 February 2027. If the scheme takes effect, requests will be made to cancel Ashtead Technology’s listing and Main Market trading.