London—Dentons is representing affiliates of KKR in connection with their acquisition of the entire issued and to be issued share capital of Smart Metering Systems plc (“SMS”) by way of a recommended cash offer at 955 pence per share. The offer price valued SMS’s share capital at £1.3 billion on a fully diluted basis, and an enterprise value of approximately £1.4 billion. The offer was declared unconditional on March 22, and on March 25 KKR and SMS announced the intention to cancel trading of SMS shares on AIM and implement a compulsory acquisition procedure in respect of all outstanding shares.

Glasgow-headquartered SMS was admitted to trading on AIM in 2011 and is a leader in delivering smart energy infrastructure and provides an end-to-end service in metering, grid-scale battery storage systems, EV charge points and other carbon reduction assets, employing around 1,500 people primarily in the United Kingdom.

Dentons advised on the Scottish aspects of the offer, including equity incentives and finance, as well as legal due diligence, working alongside lead corporate transaction counsel Simpson Thacher & Bartlett LLP and lead finance counsel Kirkland and Ellis International LLP.

The Dentons team advising KKR has been led by Stephen Levy and Joseph Altendorff, with Brian Moore providing advice on the Scottish law aspects of the offer, and further support from a team including Corporate Associate Alex Macdonald, Tax and equity incentives Partner Lorna McCaa, Energy Partner Lucille de Silva, Competition Counsel Carolyn Burns, Lending and Restructuring Counsel Kirsty McBirnie, Pensions Partner Eleanor Hart, Employment Partner Alison Weatherhead and Finance Partners Richard Sharples and James Wilson.

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