Public Sector Pension Investment Board (PSP) entered into scheme implementation agreement to acquire remaining 80.9% stake in Webster Limited (ASX:WBA) from Belfort Investment Advisors Limited, Verolot Limited and others for approximately AUD 590 million on October 3, 2019. PSP will pay AUD 2 per share in cash. PSP also intends to acquire all of the Webster preference shares on issue for AUD 2 in cash per preference share via a separate, contemporaneous scheme of arrangement. PSP Investments currently owns 19.1% of Webster’s ordinary shares. A breakup fee of AUD 5.5 million will be paid by Webster to PSP in certain circumstances. Webster shareholders do not need to take any action in relation to the proposed transaction at this stage. If the scheme is implemented but the preference share scheme is not implemented, PSP will seek to delist Webster from the ASX and compulsorily acquire the preference shares. Scheme meetings to approve the schemes have been convened for February 3, 2020 and the second court hearing to approve the schemes is expected to be held on February 5, 2020. The scheme is subject to approval from shareholders of Webster, court approval, approval by the Australian Competition and Consumer Commission (ACCC), Foreign Investment Review Board (FIRB) and third party consents obtained. The Non-conflicted Directors of Webster (David Cushing and Maurice Felizzi) will unanimously recommend Webster shareholders vote in favor of the schemes, in the absence of a superior proposal and subject to an Independent Expert concluding that each scheme is in the best interests of Webster shareholders. Webster ordinary shareholders meeting will be held in early 2020. Implementation of the Scheme is not conditional on the implementation of the preference share scheme. Each Non-conflicted director intends to vote all of the Webster ordinary shares controlled or held by, or on behalf of that Non-conflicted director in favor of the scheme, subject to those same qualifications. Webster has established an independent board committee comprising Maurice Felizzi and David Cushing (Non conflicted directors) to consider the merits of the proposed transaction and to make recommendations to Webster ordinary shareholders and preference shareholders. As of December 12, 2019, the Foreign Investment Review Board approved the deal. The scheme meeting expected to be held on February 3, 2020 and the second court hearing to approve the schemes is expected to be held on February 5, 2020. As of February 3, 2020, 86.83% shareholders of Webster voted in favor of the resolution. On February 6, 2020, the transaction was approved by the court. The scheme is expected to be implemented on February 17, 2020. KPMG Corporate Finance acted as independent expert for independent board committee of Webster. King & Wood Mallesons acted as legal adviser for Webster. UBS Group AG acted as financial advisor to Public Sector Pension Investment Board. Public Sector Pension Investment Board (PSP) completed the acquisition of remaining 80.9% stake in Webster Limited (ASX:WBA) from Belfort Investment Advisors Limited, Verolot Limited and others on February 18, 2020.