The £571 million bid had already been made by a subsidiary of Agility Public Warehousing over a month ago, but at that time was still conditional.
The board of Menzies - one of Scotland’s oldest companies - had at the time “indicated” to Agility that it would accept the bid once it was made firm. It has now reached an agreement on the terms of the deal with the suitor.
The 608p per share deal is 81 per cent ahead of Menzies’ share price before an offer by Agility was first announced in early February. It follows two previous lower bids.
John Menzies started out in 1833 when its eponymous founder opened a bookshop at 61 Princes Street, Edinburgh which was to become the only wholesale bookseller north of the Border.
The newspaper and magazine distribution business was spun out in 2018, creating Menzies Distribution, and leaving the rest of the firm to focus on providing aviation services.
The aviation business now operates at more than 200 airports in 37 countries, supported by a global team of about 25,000 people.
Following the takeover, the combined business is expected to have about 35,000 employees with a presence at more than 250 airports in 57 countries, handling more than 600,000 aircraft turns a year.
It is intended that the combined group will use the Menzies and Menzies Aviation brands following completion of the acquisition. A corporate office would be retained in Edinburgh with “significant head office functions”.
Bosses intend to conduct a review of both businesses “with a view to formulating a long-term strategic plan for the combined group to become a strong platform for growth”.
Menzies chief executive and chairman Philipp Joeinig said: “The Menzies directors believe that the offer represents a fair and recommendable price for shareholders which recognises Menzies’ future prospects.
“Menzies is an outstanding business with a long and rich history. The board of Menzies applauds the work that the Menzies management team have done to steer the business through the challenging impacts of the pandemic and position the business for continued future growth and the next evolution in its journey.
“The Menzies all-cash offer from Bidco represents an opportunity for current shareholders to realise value for their investment at an attractive premium and valuation multiple.”
Agility vice-chairman Tarek Sultan said: “Agility’s focus is on growth and shareholder value creation.
“We are a long-term, multi-business operator and investor aiming to create value with a disciplined investment strategy that focuses on companies in high-growth sectors with strong fundamentals, reinforced by management teams with established records, best-practices governance, and alignment with Agility’s vision and values.
“Menzies is a good fit. The aviation sector has strong growth potential, and Menzies is one of the most-established providers in the industry, with a sustainability focus we share.
“A NAS-Menzies combination will create a strong and resilient industry player, well positioned to grow and drive future earnings.”