HCL Australia Services Pty Limited entered into scheme implementation deed to acquire DWS Limited (ASX:DWS) from Fielding Johnstone Pty Ltd, Luton Pty. Ltd., ACN 106 966 401 Pty. Ltd., AET Corporate Trust Pty Limited, Mutual Trust Pty Ltd, Danny Wallis and others for approximately AUD 160 million on September 20, 2020. As per the deed, HCL Australia Services Pty Limited to pay consideration of AUD 1.2 per share less the cash value of any target permitted special dividend. The transaction will be 100% cash funded. Following implementation of the scheme, DWS will become a wholly owned subsidiary of HCL Australia Services Pty Limited. As the consideration is being paid, HCL Australia Services Pty Limited can appoint the Board nominee and DWS Limited will ensure that all Board members resign from the Board. Daniel Wallis will resign as Chief Executive Officer of DWS Limited. The deed also contains limited circumstances under which DWS may be required to pay a break fee to HCL of AUD 1.58 million and HCL Australia Services will pay DWS a termination fee of AUD 0.79 million. Either party can terminate the transaction by giving written notice if any of the event occurred as agreed between the parties. On October 13, 2020, DWS Board has determined that it will not declare or pay any permitted special dividend and, accordingly, upon implementation of the Scheme, the consideration that scheme participants will receive for their shares is a fixed cash payment of AUD 1.20 per DWS share. The scheme is conditional on obtaining necessary regulatory approvals (including the approvals of the Foreign Investment Review Board (FIRB), Overseas Investment Office (OIO), Australian Competition Commission and New Zealand's Overseas Investment Office), approval of DWS shareholders, court approval, no material adverse changes and no prescribed occurrences, among other customary conditions. The scheme is also conditional on net debt being no greater than AUD 62.5 million on the tenth business day before both the scheme meeting and the second court date. In addition, deed contains certain customary exclusivity provisions, including no shop restrictions, no talk restrictions, a notification obligation and a matching right. The Board of Directors of DWS Limited recommended its shareholders to vote in favor of the transaction in the absence of any superior proposal and subject to the independent expert concluding the Independent Expert's Report that the scheme is in the best interests of shareholders OF DWS and not changing or qualifying that conclusion. Subject to those same qualifications, each DWS Director intends to vote the DWS shares held or controlled by them in favor of the scheme. As of October 27, 2020, the Independent Expert has concluded that the scheme is fair and reasonable and, therefore, is in the best interests of the shareholders of DWS in the absence of a superior proposal. First court hearing is scheduled on October 26, 2020, shareholder’s meeting on November 27, 2020 and second court hearing on November 30, 2020. As on December 23, 2020, the Federal Court of Australia approved the scheme. As of December 3, 2020, the transaction was approved by DWS shareholders. As of December 3, 2020, the transaction has received the required approval from OIO and party is in correspondence with FIRB in relation to the required approval from FIRB. The statutory deadline for FIRB to complete its assessment of the transaction has been extended to December 14, 2020. As of December 14, 2020, Foreign Investment Review Board has no objection with the transaction and approved the transaction. In addition, New Zealand’s Overseas Investment Office has also given its permission to proceed with the proposed Scheme Federal Court of Australia has re-listed the Second Court Hearing on December 16, 2020. As of December 17, 2020, the Federal Court of Australia has re-listed the Second Court Hearing on December 23, 2020 to approve the scheme of arrangement. The scheme will be effective on December 1, 2020 and will be implemented on December 8, 2020. As of October 30, 2020, the second court hearing will be held on December 4, 2020 and the transaction is expected to be implemented on December 11, 2020. The scheme will become legally effective and binding on December 24, 2020. The payment of scheme consideration to be made to eligible DWS shareholders on January 5, 2021. LoftusLane Capital Partners Pty Limited acted as financial advisor with SBA Law as legal adviser for DWS. David Ryan and James McCarthy of DLA Piper Australia Pty Ltd acted as legal advisers to HCL Technologies Limited (NSEI:HCLTECH), parent of HCL Australia Services Pty Limited. Grant Thornton Audit Pty Ltd acted as auditor, Boardroom Pty Limited acted as manager of share register, Sebastian Stevens and David McCourt of BDO Corporate Finance (East Coast) Pty Ltd, Financial Advisory Arm provided fairness opinion to DWS. Ernst & Young Australia acted as accountant for DWS. HCL Australia Services Pty Limited completed the acquisition DWS Limited (ASX:DWS) from Fielding Johnstone Pty Ltd, Luton Pty. Ltd., ACN 106 966 401 Pty. Ltd., AET Corporate Trust Pty Limited, Mutual Trust Pty Ltd, Danny Wallis and others on December 24, 2020. As of January 5, 2021, DWS Limited announced that the scheme of arrangement has been implemented and scheme consideration of AUD 1.20 cash for each DWS share held on the record date was sent to the shareholders of DWS.