Science in Sport plc: A Strategic Crossroads as BD Capital’s Bid Gains Momentum

The recent Form 8.5 filing by Investec Bank plc has thrown the spotlight on Science in Sport plc, a UK-based sports nutrition company, as it navigates a pivotal moment in its corporate history. The filing, tied to a proposed all-cash acquisition by BD Capital Partners Limited, underscores a complex interplay of financial maneuvering, regulatory compliance, and strategic realignment.

The Acquisition Playbook: BD Capital’s Move

At the heart of the filing is BD Capital’s bid to acquire Science in Sport’s entire issued share capital. The transaction, announced on April 17, 2025, is facilitated by Investec Bank, acting as an Exempt Principal Trader (EPT). The Form 8.5 reveals that Investec executed 1.09 million sales and 842,700 purchases of Science in Sport’s ordinary shares on the same day, all at a uniform price of £32.50 per share. The net result was a 247,300-share reduction in holdings—a move that may reflect BD Capital’s tactical adjustments to its stake ahead of the deal’s formalization.

The uniform pricing suggests a coordinated effort to stabilize share valuation, potentially aligning with BD Capital’s offer. For investors, this signals a clear price benchmark: if the deal proceeds, shareholders could exit at £32.50 per share, a premium to Science in Sport’s closing price of £29.50 on April 16, 2025.

Financial Resilience Amid Revenue Headwinds

While the acquisition headlines dominate, Science in Sport’s FY2024 financials reveal a company balancing growth and austerity. Revenue dipped 17.2% to £51.9 million from £62.7 million in 2023, driven by strategic shifts such as exiting unprofitable international distribution agreements. However, underlying EBITDA surged 112.7% to £4.2 million, a stark turnaround from £2.0 million in 2023. This improvement stems from aggressive cost-cutting—over 30 roles eliminated—and margin optimization across gross profit, trading contribution, and EBITDA.

The company’s FY2024 results also highlight a focus on high-margin partnerships. New elite collaborations with British Cycling and British Aquatics GB, alongside expanded distribution in the Middle East and Australia, suggest a pivot toward premium markets. This strategic recalibration, combined with a £8.5 million equity raise in July 2024 and extended banking facilities until 2027, positions Science in Sport with stronger liquidity buffers.

Regulatory Compliance and Market Confidence

The Form 8.5 filing adheres to Rule 8.5 of the Takeover Code, which mandates transparency for EPTs involved in takeover scenarios. The absence of derivatives or indemnity arrangements in the filing signals a straightforward transaction structure, likely to reassure regulators and investors. The rapid turnaround between the deal announcement (April 17) and the filing (April 22) also reflects BD Capital’s urgency in meeting regulatory deadlines, a positive sign for deal certainty.

Conclusion: A Calculated Risk with Upside Potential

BD Capital’s bid arrives at a critical juncture for Science in Sport. The company’s ability to boost profitability despite revenue declines demonstrates operational discipline, while its strategic moves into high-margin markets and partnerships suggest long-term growth. The £32.50 per-share price tag, if realized, would reward shareholders for enduring a challenging year, while BD Capital gains access to a brand with established credibility in endurance sports.

Investors should weigh the risks: the acquisition’s success hinges on regulatory approval and BD Capital’s financing capacity. Yet, Science in Sport’s improved EBITDA margins and liquidity position—backed by a 2027 banking facility—mitigate execution risks. With shares trading below the proposed offer price and the company’s fundamentals stabilizing, the deal could mark a win-win for all parties. For now, the market’s eyes are on the Takeover Panel’s review—a final hurdle before Science in Sport embarks on its next chapter.

In a sector where premium brands command loyalty, Science in Sport’s pivot to profitability and strategic markets positions it as a compelling acquisition target. The numbers—112.7% EBITDA growth, £8.5 million in new capital, and a bid price 10% above recent lows—paint a picture of a company transitioning from survival to strategic offense. The BD Capital deal may well be the catalyst it needs to sprint ahead.