Bodycote publishes scheme document for Veritas acquisition

Bodycote plc has released a scheme document detailing the terms of its proposed acquisition by Vulcan Alpha Bidco Limited, a firm owned by Veritas Capital Fund Management. The boards of both companies confirmed the acquisition agreement on September 1. The transaction will be carried out via a court-approved scheme of arrangement under the Companies Act 2006.

The scheme document contains a letter from Bodycote's chairman, an explanation of the deal, the acquisition's terms and conditions, a timeline, and notices for shareholder meetings. Both companies have posted the document on their respective websites and will mail hard copies to shareholders. Two shareholder meetings are scheduled for October 21 at Hilton London Paddington, with a court hearing beginning at 10:00 a.m., followed by a general meeting at 10:15 a.m. or later.

To finalize, at least 75% of the scheme shares must be voted in favor by shareholders present and voting at the court hearing, and a special resolution is needed at the general meeting, with approval from a majority of Bodycote shareholders. Barclays, Goldman Sachs, and Perella Weinberg are advising the Bodycote board on financial terms, and all directors have recommended that shareholders vote in favor.

The scheme is expected to take effect in the first quarter of 2027, pending approvals and conditions.