AGA’s take-private: what’s on the table and why now
Apax Global Alpha (AGA) has agreed the terms of a recommended cash acquisition by Janus Bidco Limited, a newly formed Guernsey vehicle that will be equity funded by entities managed or advised by Ares Management, with Apax Partners LLP continuing as adviser. The proposal arrived after the Board explored secondary sales of parts of the portfolio and follows a prolonged period where AGA’s shares traded at a wide discount to Net Asset Value (NAV).
Key points from the Board’s rationale:
- Cash certainty and speed – a full cash exit rather than a long, uncertain managed wind-down. A rollover alternative is also offered.
- Premiums to market – a 30.6% premium to the one-month VWAP and 33.1% to the six-month VWAP prior to announcement.
- Discount to NAV narrows – the offer equates to a 17.1% discount to Q2 2025 NAV, tighter than the market discount that averaged 27.4% since June 2021 and peaked at 49.0% in April 2025.
- Strong early support – irrevocable undertakings and letters of intent covering about 38.4% of shares.
Completion is subject to shareholder and regulatory approvals and is expected in late Q3 or early Q4 2025. Further information is available on AGA’s offer page: apaxglobalalpha.com/investor-centre/offer.
Interim results: FX masks steady underlying progress
AGA published interim results to 30 June 2025 alongside the offer process. NAV fell with the strengthening euro the main culprit, but constant currency performance was positive.
| Metric | H1 2025 |
|---|---|
| NAV | €1.11bn (£950m) |
| NAV per share | €2.29 / £1.97 |
| Total NAV Return (EUR) | -6.1% |
| Total NAV Return (constant currency) | +2.5% |
| Debt portfolio Total Return | -7.2% (+3.1% constant currency) |
| Cash returned to shareholders | €39.7m in H1 (dividends and buybacks) |
| Shares repurchased | 5.1m at an average 123p |
| New Private Equity deployment | c.€101m (look-through) |
| Distributions received | €29m, with a further €31m expected post period end |
What moved NAV
NAV per share declined from €2.51 to €2.29. The drivers were:
- Underlying earnings growth in portfolio companies added €0.12 per share, with a small uplift from higher market multiples (+€0.03).
- FX headwinds subtracted €0.22 as the euro strengthened against the US dollar.
- Dividends paid reduced NAV by €0.07 per share, partly offset by buybacks adding €0.02.
In plain English: on a currency-neutral view, the portfolio was up; euro strength and cash returns to investors pulled the reported NAV down.
How the private companies are performing
AGA invests mainly through Apax Funds into private companies. The portfolio’s operating metrics remain solid:
- LTM revenue growth 10.4% and LTM EBITDA growth 12.9%.
- Average valuation multiple 18.2x Enterprise Value/EBITDA.
- Average net debt 4.6x EBITDA.
For anyone new to the terms: EBITDA is a cash profit proxy. EV/EBITDA is a common valuation yardstick. Net debt/EBITDA indicates leverage.
Capital deployment and exits
AGA deployed c.€101m across five new or signed deals and portfolio M&A. Highlights:
- S&W – carve-out of Evelyn Partners’ UK mid-market accountancy business.
- CohnReznick – large US audit, tax and advisory partnership.
- DLRdmv – US auto e-titling and registration software and services.
- Norva24 – underground infrastructure maintenance leader in Northern Europe.
- TCM – Finastra’s Treasury and Capital Markets division to be rebranded as a standalone business upon completion.
AGA also expects to invest c.€4.5m in Foods Connected post period end.
On exits, activity included the take-private of Paycor, partial exits of Lexitas and Fractal Analytics, the final sell-down of Viasat shares, and the full exit of Tivit. Distributions were €29m in H1 with another €31m expected after period end, including from the sale of Assured Partners.
In Debt Investments, seven positions were exited for €68.6m at roughly 99.7% of par, contributing to a streamlined 11% allocation to debt at period end.
What sits in the portfolio today
By invested portfolio, AGA is 89% Private Equity and 11% Debt. Geographically, North America is 55%, Europe 18%, the UK 16%, with the balance elsewhere.
Top holdings snapshot (Private Equity)
| Company | Value | % of NAV |
|---|---|---|
| Veriforce | €62.5m | 6% |
| PIB Group | €55.0m | 5% |
| ThoughtWorks | €52.9m | 5% |
| Assured Partners | €47.2m | 4% |
| Zellis Group | €45.0m | 4% |
The top 30 holdings represent €971.0m or 88% of NAV before fund-level items such as holdco facilities and carried interest.
Why sell the company rather than wait it out?
The Board is candid: the listed private equity trust market has been tough since 2021, with higher rates, a softer economy and sector-wide discounts. AGA’s own register is dominated by Apax alumni and staff (about 42%), which has constrained liquidity. The discount to NAV averaged 27.4% since mid-2021 and hit 49.0% in April 2025.
They ran a process with Jefferies to explore secondary sales of assets and received non-binding indications mostly for slices of the portfolio. Bidco’s whole-company proposal, in the Board’s view, provided a better, faster and more certain route to value for shareholders.
What this means for you as a shareholder
- Exit route – a full cash exit is proposed, with a rollover option for those who want continued exposure. The cash price per share is not disclosed in this RNS, but the Board cites the premiums to VWAPs and a 17.1% discount to Q2 NAV.
- Dividends – no interim dividend is proposed for the period. €32.3m was paid in April as the 2024 final dividend (5.50p per share).
- Buybacks – 5.1m shares repurchased in H1 2025 for €7.5m, in line with the policy to use excess cashflow when the discount is wide.
- Liquidity and financing – AGA has an undrawn €250m Revolving Credit Facility, extended to September 2027.
- Process risk – the Board flags execution and regulatory clearance as a key risk; completion is targeted for late Q3 or early Q4 2025, subject to approvals.
My take: a pragmatic end to a tricky listed chapter
This feels pragmatic. On the plus side, shareholders get cash certainty at a healthy premium to where the shares traded pre-offer, and a materially tighter discount to NAV than the market has been willing to grant AGA for years. Under the bonnet, portfolio companies are still growing double digits on revenue and EBITDA, and constant currency returns were positive in the half.
The trade-off is clear too. The offer still implies a discount to reported NAV, FX remains a swing factor, and the debt portfolio posted a negative euro return in H1. It’s also hard to ignore the opportunity cost of selling a mature private equity portfolio just as realisations are picking up. That said, with a structurally illiquid register, a market distrustful of illiquid assets, and a discount that touched 49.0%, the Board’s logic for a take-private stacks up.
If you favour certainty, the cash route is straightforward. If you want to stay along for the ride, the rollover option may appeal. The next milestone is shareholder and regulatory approvals; keep an eye on the timing and any changes in terms as flagged in the risk section.
Bottom line: steady fundamentals, heavy FX headwinds, and a bid that crystallises value more quickly than public markets have been willing to recognise.
