Waterland-Giacom split tests private equity appetite for Gamma auction
Bid reshuffle
Waterland said it is no longer acting in concert with Giacom on a possible offer for Gamma Communications.
Agreed offer
Gamma has agreed to a 1,120p-a-share offer from Epiris, while its shares traded above that level after the Waterland update.
PE interest
Gamma has attracted multiple private-equity suitors this year, including Epiris, Waterland, Oakley and Providence.
Waterland’s decision to break from Giacom in its pursuit of Gamma Communications has weakened the clearest route to a break-up-style counterbid. But it has not removed auction pressure from one of the UK market’s most closely watched mid-cap take-private situations.
The Dutch private-equity firm said on 11 September that it was “no longer acting in concert” with Giacom over a possible acquisition of Gamma. It added that it continued to consider its interest and that there was no certainty any offer would be made, or on what terms.1 Reuters reported that the move came after Gamma had agreed to a 1,120p-a-share offer from Epiris, and after months in which the telecoms company drew interest from several private-equity firms, including Oakley Capital and Providence Equity Partners, both of which withdrew in June.2
For UK equities investors, the immediate question is whether Waterland’s split from Giacom removes a credible source of tension against Epiris — or whether Gamma’s drawn-out process reinforces the view that predictable, cash-generative UK-listed technology and telecoms assets remain firmly in private-equity sights despite less forgiving debt markets.
The answer is likely both. The change narrows the visible industrial logic of a rival proposal, because Reuters reported that Giacom had previously been acting with Waterland in a possible transaction under which Giacom would buy certain Gamma business units.2 But Waterland has not walked away. Under the Takeover Code, the Panel will set a new deadline for Waterland to clarify its intentions after the concert-party change. Gamma therefore remains in an offer period with a second named possible bidder still on the field.14
Gamma shares were down 2.8% at 1,141p at 1443 GMT on 11 September, according to Reuters, but still traded above Epiris’s agreed 1,120p-per-share terms.2 That matters. The fall after the Waterland-Giacom split points to reduced confidence in a clean topping bid. Yet the residual premium to the recommended offer implies investors are not treating Epiris’s terms as the uncontested final word.
The Takeover Panel’s disclosure table underlines that Gamma remains in a formal bid process. It lists Gamma’s offer period as having begun on 7 April 2026, Bradbury Bidco — controlled by funds managed or advised by Epiris — as a firm offeror, and Waterland Private Equity Investments B.V. as an offeror whose Rule 2.6 deadline is “to be determined”.4 In practical terms, Epiris has the recommended transaction, while Waterland has a live but undefined option to move.
That structure is less powerful than a fully formed rival consortium. It may also make financing and valuation harder. A standalone Waterland bid would need to satisfy itself on both the strategic perimeter and the debt package without the previously signalled Giacom route for selected assets. But the Code timetable keeps pressure on Epiris because the possibility of a competing proposal remains visible to shareholders and arbitrage funds.
Gamma is a useful gauge of private equity’s ability to create auction pressure in UK mid-caps. The company sits in a segment buyers often favour: business-critical communications services, recurring revenue characteristics and scope for operational or portfolio rationalisation. Those features can support leveraged-buyout arithmetic even when financing costs are higher than in the 2020-21 deal cycle.
The buyer universe also looks broader than one opportunistic bidder. Reuters said Gamma attracted approaches or interest from Oakley and Providence before their June withdrawals, and later from Waterland alongside Giacom.2 Even if only Epiris has moved to an agreed deal, the sequence shows that private equity has continued to screen UK telecoms and software assets aggressively.
That is the important read-across for the UK market. A higher-rate environment tends to reduce headline leverage and make buyers more price-sensitive. But it can also intensify interest in public companies whose valuations lag private-market comparables. Gamma’s process suggests that where cash generation, strategic relevance and public-market liquidity align, private-equity firms can still generate competitive pressure — though often in slower, more conditional and more tactical forms than during the cheap-debt era.
The shareholder base adds another layer of complexity. Large disclosed positions under Rule 8.3 show a mix of long-only ownership and event-driven trading around the bid. Liontrust disclosed interests of 6.73 million shares, or 7.5537%, as of 10 September, while BlackRock disclosed a 5.79% total interest and Aberdeen Group disclosed 3.73%.13610
Those positions do not indicate how holders will vote or whether they would accept Epiris’s terms. But in a recommended cash offer trading near or above the bid price, the stance of major institutions can influence the tactical balance. If shareholders believe Waterland or another party may yet pay more, Epiris may face pressure to defend its premium. If Waterland’s solo review stalls, the same shareholders may prefer deal certainty over a prolonged process in a tougher financing market.
The presence of arbitrage and market-making activity is also typical of a live offer period. Such flows can keep the share price sensitive to small changes in the perceived probability of a counterbid, especially when the spread to the agreed offer is narrow.
Waterland’s separation from Giacom weakens competitive tension at the margin because it removes the clearest publicly identified partner for a partial asset solution. It also creates uncertainty over what Waterland is prepared to buy, at what price and with what financing.
But the broader conclusion is not that the Gamma auction has gone cold. Epiris has an agreed 1,120p bid, Waterland remains named in the process, the Takeover Panel has yet to set its revised deadline, and the shares have continued to trade above the recommended offer level.24 That combination points to a market still assigning value to optionality.
Gamma therefore remains a live test of private equity’s post-cheap-money playbook in UK mid-caps. Debt markets may be less generous, but the hunt for listed companies with resilient earnings and strategic relevance has not disappeared. The changing bid structure makes a higher offer less straightforward. It does not remove the signal that UK-listed technology and telecoms assets remain targets.
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Acting in concert
A Takeover Code concept covering parties that cooperate to obtain or consolidate control of a company; concert parties can affect disclosure and bid-rule obligations.
Rule 2.6 deadline
The UK Takeover Code deadline by which a potential bidder must usually either announce a firm intention to make an offer or say it will not bid.
Offer period
A formal period under the Takeover Code during which enhanced disclosure and dealing rules apply to the target, bidders and qualifying shareholders.
Merger arbitrage
A trading strategy that seeks to profit from the gap between a company’s market price and the expected takeover consideration, adjusted for deal risk.
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