Highlights

  • Kitwave shareholders to receive 295 GBX per share in all-cash scheme arrangement.
  • Acquisition implies premiums of 33.5% to last close and 38.8% to three-month VWAP.
  • Interim FY25 results show revenue growth alongside higher operating cash generation.

Kitwave Group plc (LSE:KITW) announced a recommended all-cash acquisition by Kite UK Bidco Limited, a newly incorporated entity indirectly owned by funds managed or advised by OEP Capital Advisers, L.P. The transaction will be implemented through a scheme of arrangement under Part 26 of the Companies Act 2006.

Under the agreed terms, Kitwave shareholders are entitled to receive 295 GBX in cash per share. The offer values the entire issued and to be issued share capital of Kitwave at approximately GBP 251 million. The cash consideration represents a premium of around 33.5% to the closing share price of 221 GBX on the last practicable date and approximately 38.8% to the three-month volume-weighted average price of 212 GBX.

Board Recommendation and Shareholder Support
The Kitwave board has unanimously recommended the acquisition, having been advised by Canaccord Genuity on the financial terms in accordance with Rule 3 of the Takeover Code. Directors holding approximately 5.2% of the company’s issued share capital have provided irrevocable undertakings to vote in favour of the scheme.

In addition, BidCo has secured irrevocable undertakings from other shareholders covering about 14.4% of issued share capital, alongside a letter of intent from Otus Capital Management Limited representing a further 1.9%. In total, commitments supporting the transaction amount to approximately 21.6% of Kitwave’s issued share capital.

Strategic Context
The proposed acquisition is intended to support Kitwave’s position within the UK delivered wholesale market, which remains fragmented across retail, grocery, and foodservice channels. OEP has highlighted opportunities relating to operational efficiency, digital capability, and long-term private ownership with flexible capital structures. The transaction is also positioned as supportive of management’s next phase of growth execution.

Interim FY25 Financial Performance
Separately, Kitwave released unaudited interim results for the year ended 31 October 2025. Revenue increased by 20.9% year-on-year to GBP 802.7 million, compared with GBP 663.7 million in FY24, reflecting contributions from acquisitions, with like-for-like revenue down 1%.

Adjusted operating profit rose 11.7% to GBP 38.0 million, while adjusted EBITDA reached GBP 53.4 million. Operating cash generation improved to GBP 46.4 million, and pre-tax operational cash conversion increased to 104%. Leverage reduced to 2.3x including IFRS 16 lease liabilities and 1.4x excluding them.

Timetable and Conditions
The scheme requires approval from a majority in number of shareholders representing at least 75% in value at the Court Meeting, alongside a 75% shareholder vote at the General Meeting and court sanction. Subject to conditions, the acquisition is expected to become effective during Q1 2026.

Share Performance
Following the announcement, shares rose sharply, trading at around 293.18 GBX, up 32.66% on the day.