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23 Dec 2024
Offer for DLG confirmed: terms unchanged, incremental detail on synergies and capital returns

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Offer for DLG confirmed: terms unchanged, incremental detail on synergies and capital returns
- Published:
23 Dec 2024 -
Author:
O''Mahony Dominic DO -
Pages:
10 -
What happened?
Aviva has today announced a formal agreement on the takeover of DLG. The deal terms are unchanged, but there is some incremental detail on synergies and capital returns:
. TERMS: The acquisition price and terms are unchanged vs. the preliminary agreement earlier this month: 0.2867 new Aviva shares, GBP1.297 in cash, and a pre-close dividend of up to 5p per DLG share. This is equivalent of 275p at the 27/11/24 closing price (c.265p at today''s price).
. OP SYNERGIES: Aviva is targeting GBP125m of pre-tax cost synergies over-and-above DLG''s existing GBP100m cost plan, driving c.10% EPS accretion. They expect c.GBP250m of integration costs (for the incremental cost savings). There is no mention of non-cost operating synergies, which may reflect conservatism at this stage. We had forecast GBP130m of incremental operating synergies pre-tax, including non-cost items. Given that the company likely under-promises on synergies at this stage, we take this initial guidance as a small positive.
. SOLVENCY: Expected to remain ''at the upper end'' of the working range (160-180%) on Day 1, with upside from ''material'' capital synergies over time (not quantified at this stage). We had forecast the S2 ratio would be c.183% pro forma excluding capital synergies, so we see this as in-line.
. LEVERAGE: Expected to be 31-32% (Aviva management basis) on Day 1 (we had forecast 31%).
. LIQUIDITY: Expected to remain GBP1bn (as we had expected, based on our assumption that the Group could upstream liquidity from the OpCos).
. TIMETABLE: Expected to close mid-2025.
. CAPITAL RETURNS: Aviva will declare a mid-single digit % uplift to its DPS following completion, with mid-single digit annual growth in the cash cost of the dividend thereafter (as per current guidance). The buyback is paused in 2025 but expected to resume in 2026 ''at higher levels''. In effect, the 2025 DPS will benefit from both the ''normal'' cash cost growth, plus the ''one-off'' benefit from the...