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Cycle-to-work scheme knocks $4bn Sophos deal temporarily off balance - Financial Times

The $4bn takeover of one of the UK’s largest technology companies has hit an unexpected pothole after it was forced to delay the sale due to a small number of expensive bicycles. 

Sophos was due to complete its takeover by US private equity company Thoma Bravo on Thursday, having agreed the deal in mid-October. 

However, the UK group was forced into an unexpected delay at the eleventh hour due to taking part in a government-backed scheme to subsidise bicycles to encourage staff to cycle to work at its leafy Oxfordshire headquarters.

The company said that its advisers had only discovered at the last minute that participation in the scheme meant the deal required approval from the Financial Conduct Authority, the financial services watchdog. 

The sale to Surf Buyer, the acquisition vehicle set up by Thoma Bravo, requires the transfer of existing loans to staff to pay for their bikes to the new company.

The kink in the deal chain left the company’s lawyers Slaughter and May scrambling to get approval from the FCA to ensure the takeover completes without further delays. The FCA granted the necessary approval on Thursday afternoon, limiting the delay to the takeover’s completion.

The FCA guidelines stipulate that any company that it regulates must gain approval from the regulator in the event of a change of control. 

Sophos said that a very small number of staff had participated in the tax-efficient scheme, which provides credit for the purchase of bicycles and equipment with a value of more than £1,000. 

The takeover of Sophos, which develops cyber security software, had already received approval from shareholders and the High Court, but the last-minute hitch forced it to postpone the formal completion of the deal and means the shares will continue to trade. 

The unusual delay to the largest UK technology deal in 2019 caused mirth in the technology sector. Stifel’s George O’Connor issued a note entitled “On yer bike, mate” and reminisced about his own history of buying an expensive bike to ride into the office, something he called his “hipster phase”. 

Ian Spence, an analyst with Megabuyte, said the chaos caused by a few bikes in the Sophos garage was unbelievable. “[I’ve] never known anything like it,” he said.

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Cycle-to-work scheme knocks $4bn Sophos deal temporarily off balance - Financial Times
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