OCS Group International has agreed to acquire Mitie Group in a recommended all-cash transaction valuing the UK facilities management company at approximately £3.1 billion on a fully diluted basis. The acquisition would combine two UK-headquartered businesses and create an international facilities services group with approximately £8.5 billion in combined annual revenue.
Mitie shareholders would receive 218.5 pence in cash for each share held. They would also be permitted to receive and retain Mitie’s final dividend of up to 3.1 pence per share, bringing the total potential value to 221.6 pence per share.
The 218.5-pence acquisition price represents a 44.7% premium to Mitie’s closing share price of 151 pence on July 20, 2026. Including the proposed dividend, the total value represents a 46.8% premium to that closing price and a 39.2% premium to Mitie’s three-month volume-weighted average price.
The transaction is expected to be implemented through a Scottish court-sanctioned scheme of arrangement. This structure would allow OCS to acquire all outstanding Mitie shares after receiving the required shareholder, court and regulatory approvals.
Approval will require support from a majority in number of the Mitie shareholders voting at the court meeting who represent at least 75% of the value of shares voted. Shareholders must also approve the resolutions required to implement the transaction with at least 75% of votes cast at a separate general meeting.
The acquisition is also subject to regulatory clearances involving the UK Competition and Markets Authority, the European Commission and the UK National Security and Investment Act. OCS and Mitie expect the transaction to close during the first quarter of 2027.
The combined group would operate across the United Kingdom, Europe, Asia-Pacific and the Middle East. It would serve customers in government, defense, healthcare, national infrastructure and commercial markets, including organizations operating complex and mission-critical facilities.
OCS believes the companies’ complementary capabilities would allow the enlarged group to deliver a wider range of services across more sectors and locations. Its offerings would include engineering, technical services, security, cleaning, hygiene, energy management, catering and other workplace support capabilities.
The companies also plan to increase investment in data, artificial intelligence and other technology-enabled services. Following completion, OCS intends to review the companies’ systems and processes and standardize the combined organization around the most effective technologies used by either business.
OCS is a £3.3 billion international facilities management company employing more than 135,000 people. The business has been owned and controlled by funds affiliated with private investment firm Clayton, Dubilier & Rice since November 2022.
Mitie provides facilities management, transformation and compliance services to large public- and private-sector customers. Its capabilities include engineering maintenance, security, hygiene, building infrastructure, decarbonization, data center projects, and power and grid connections.
OCS does not intend to make a material reduction in the number of front-line operational employees following the acquisition. Existing employment rights, terms, pension entitlements and continuous service would be recognized in accordance with applicable law.
The buyer expects some reductions in overlapping corporate, administrative and support functions, including positions associated with Mitie’s status as a publicly listed company. However, OCS said any overall reduction in headcount is not expected to be material relative to the size of Mitie’s workforce.
OCS plans to conduct a detailed integration review during the 12 months following completion. The review will cover operations, procurement, technology, administrative functions, properties, employee development, customer service and the combined group’s future brand strategy.
The enlarged group is expected to maintain headquarters and related functions in central London, alongside OCS’s existing main UK operational office in Ipswich. OCS may consolidate offices in locations where the companies have overlapping facilities, with affected employees moved to nearby sites where feasible.
OCS Group CEO Rob Legge is expected to lead the combined organization, while OCS CFO Gary McGaghey would become its chief financial officer. Mitie CEO Phil Bentley and CFO Simon Kirkpatrick intend to remain through completion before stepping down from the Mitie board and supporting the integration for a transitional period.
Following completion, Mitie’s shares would be removed from the London Stock Exchange and the company would be re-registered as a private limited company. Mitie’s existing nonexecutive directors are expected to resign from its board when the transaction closes.
OCS will finance the cash consideration through a combination of equity provided by CD&R funds and a term loan under an interim facilities agreement arranged by HSBC, Royal Bank of Canada and Barclays. Lazard, OCS’s financial adviser, confirmed that sufficient resources are available to pay the acquisition consideration in full.
Mitie’s directors unanimously intend to recommend that shareholders approve the acquisition. OCS has received irrevocable voting commitments covering approximately 1.2% of Mitie’s issued shares from directors who own stock, along with a separate conditional commitment connected to Oasis Management’s interests representing approximately 9.9% of the company.
Lazard is serving as lead financial adviser to OCS, with Barclays and RBC Capital Markets also advising the buyer. Ardea Partners is Mitie’s lead financial and Rule 3 adviser, while Peel Hunt is acting as financial adviser and corporate broker.
KEY QUOTES:
“This is an important milestone for both organisations and an exciting opportunity to bring together two highly complementary businesses with a shared commitment to delivering the best outcomes for colleagues and customers. Subject to completion, we would build a British facilities management group that is better positioned to support the organisations that keep the country running.”
“Together, we can better support existing and new customers, help more people into work and strengthen our contribution to getting Britain moving. While there is a long process ahead, both businesses remain focused on supporting customers and delivering the high standards they expect every day. Together, we can build something remarkable for our colleagues, our customers and the country.”
Rob Legge, Group CEO of OCS
“Today’s announcement is a testament to everything we have achieved at Mitie in recent years, especially the talent and expertise of our people, the business we have built together as well as its future potential. This recommended offer reflects the strength of Mitie’s brand, capabilities and reputation, and delivers value for our shareholders.”
“As part of a larger group with a wider geographical footprint, Mitie would have an even stronger platform to invest in our people, technology and services, and to do even more for the customers and communities we support. There is a process still to run and much to work through. Until completion, it is business as usual, and our focus stays firmly on delivering safely and reliably for our customers every day.”
Phil Bentley, CEO of Mitie
