Slaughter and May is advising Dignity plc on the recommended cash acquisition of Dignity by a consortium

Slaughter and May is advising Dignity plc (“Dignity”) on the recommended cash acquisition of the entire issued and to be issued share capital of Dignity by Yellow (SPC) Bidco Limited (“Bidco”), a joint venture company indirectly owned or controlled by SPWOne V Limited, Castelnau Group Limited (“Castelnau”) and Phoenix Asset Management Partners Limited.

Under the terms of the acquisition, eligible Dignity shareholders will be entitled to receive 550 pence in cash for each Dignity share (the “Cash Offer”). As alternatives to the Cash Offer, and subject to the possibility of being scaled back in accordance with the terms of the acquisition, eligible Dignity shareholders may elect to receive, for each Dignity share: (i) 5.50 unlisted non-voting shares in the capital of Valderrama Limited (the indirect parent company of Bidco); and/or (ii) 7 1/3 listed voting ordinary shares in the capital of Castelnau. The acquisition values the entire issued and to be issued share capital of Dignity at approximately £281 million on a fully diluted basis and values Dignity at approximately £789 million on an enterprise basis. The acquisition is expected to complete in the second quarter of 2023, subject to receipt of regulatory approvals.

Dignity is one of the UK’s largest national providers of funeral plans and end of life services, with a national network of 725 funeral branches. Dignity also operates 46 crematoria and 28 cemeteries, a coffin manufacturing operation and one of the UK’s largest pre-need funeral businesses, which is authorised and regulated by the FCA.