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    APT   

AFTERPAY

(APT)
Delayed Australian Stock Exchange  -  12:10 2022-01-19 am EST
66.47 AUD   -2.18%
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Lanai (AU) 2 Pty Ltd ) completed the acquisition of Afterpay Limited.

01/31/2022 EDT

Lanai (AU) 2 Pty Ltd ) entered into a scheme implementation deed to acquire Afterpay Limited (ASX:APT) for AUD 36.7 billion on August 1, 2021. Under the terms of the transaction, Afterpay shareholders will receive a fixed exchange ratio of 0.375 shares of Square, Inc. (NYSE:SQ)'s, parent of Lanai, Class A common stock for each Afterpay ordinary share they hold on the record date. Square may elect to pay 1% of total consideration in cash. Afterpay shareholders will be able to elect whether to receive the Consideration in NYSE listed Square Class A common stock or CDIs. The CDIs listed on the ASX are expected to be eligible for S&P index inclusion in Australia. Following completion of the transaction, Afterpay shareholders are expected to own approximately 18.5% of the combined company on a fully diluted basis. Square has agreed to establish a secondary listing on the Australian Securities Exchange (ASX) to allow Afterpay shareholders to trade Square shares via CHESS Depositary Interests (CDIs) on the ASX. The outstanding SGX-listed Convertible will be (i) settled in cash if Afterpay's stock price is below the implied change-of-control conversion price of AUD 141.43 and (ii) settled in stock if Afterpay's stock price is above the implied change-of-control conversion price of AUD 141.43. The scheme implementation deed contains customary exclusivity provisions in favour of Square, including no shop, no talk, no due diligence, notification obligations and a matching right. A break fee of 1% of the equity value of Afterpay implied by the consideration will be payable by Afterpay to Square, and vice versa, in certain specified circumstances. Afterpay and Square will pay a breakup fee of AUD 385 million respectively. Afterpay's Co-Founders and Co-Chief Executive Officer's, Anthony Eisen and Nick Molnar will join Square upon closing of the transaction. Anthony Eisen and Nick Molnar will run the respective Afterpay businesses in Cash App and Seller, led by Brian Grassadonia and Alyssa Henry, respectively. Square will appoint one Afterpay Director as a member of the Square Board of Directors immediately following closing. The transaction is subject to approval from the shareholders of Square and Afterpay, receipt of required regulatory approvals including FIRB, OIO, Foreign Investment Approval, Bank of Spain approval, HSR approval, no material adverse effect, prescribed event or breach of representations and warranties in relation to either Afterpay or Square, approval for quotation of the Consideration securities on NYSE (Square shares) and ASX (CDIs), receipt of confirmation of the ATO class ruling; and other customary conditions to a scheme of arrangement such as Australian court approval and an independent expert confirming that the transaction is in the best interests of Afterpay shareholders. The transaction has been approved by the members of the Boards of Directors of both Square and Afterpay. The Afterpay Board has unanimously recommended the transaction to Afterpay shareholders subject to no superior proposal and an independent expert concluding (and continuing to conclude) that the transaction is in the best interests of Afterpay shareholders. The special meeting of Square stockholders is scheduled to be held on November 3, 2021 in connection with the transaction. A separate meeting for Afterpay shareholders to consider a resolution regarding the scheme is currently expected to be held in early December 2021. As of November 5, 2021, the scheme meeting is scheduled to occur on December 6, 2021. As of November 4, 2021, Square stockholders approved the deal and approved the issuance of New Square Shares in connection with the Scheme. As of November 7, 2021, the Australian Competition & Consumer Commission has advised that it will not oppose the acquisition. The adjourned Scheme Meeting will be now held on December 14, 2021. The transaction is approved by the shareholders of Afterpay Limited on December 14, 2021. The Second Court Date to approve the Scheme will be now conducted on December 17, 2021 and the Scheme would remain subject to the Bank of Spain condition being satisfied by April 14, 2022. On December 17, 2021, Supreme Court of New South Wales approved the transaction thus the scheme has become legally effective. On January 12, 2022, Lanai (AU) 2 Pty Ltd has now received approval from the Bank of Spain in respect of the transaction Accordingly, transaction has become unconditional. The closing of the transaction is expected in the first quarter of calendar year 2022. Scheme is expected to implement on February 1, 2022. Morgan Stanley & Co. LLC is serving as financial advisor and provided fairness opinion to the Board of Square and Ronald C. Chen, David C. Karp, Anna Dimitrijevic, Adam J. Shapiro, Joshua M. Holmes, Nelson O. Fitts, Jeffrey A. Watiker, Selwyn B. Goldberg and Gregory E. Pessin of Wachtell, Lipton, Rosen & Katz and David Friedlander, Nicola Charlston and Anthony Boogert of King & Wood Mallesons are serving as legal advisors to Square. Goldman Sachs & Co. LLC and Qatalyst Partners are serving as financial advisors to Afterpay, Highbury Partnership is serving as financial advisor to Afterpay's Board, and Rachael Bassil, Peter Cook, Olivia Blakiston, Elizabeth Cameron, Clancy Bradshaw, Charles Coorey, Zoe Hodgins and Robert Albertson Kill of Gilbert + Tobin and Damien R. Zoubek, Jenny Hochenberg, David Portilla, Lauren Angelilli, Matthew J. Bobby, David J. Kappos, Margaret T. Segall, Nicole M. Peles, Joyce Law, Brian M. Budnick and Matthew M. Kelly of Cravath, Swaine & Moore LLP are serving as Afterpay's legal advisors. Mark Crean, Shannon Finch and Hemang Shah of Jones Day acted as legal advisor to Qatalyst Partners LP. Square has agreed to pay Morgan Stanley for its services a fee of approximately $30 million (AUD 40.8 million), $25 million (AUD 34 million) of which will be paid upon the closing of the transaction, and $5 million (AUD 6.8 million) of which was paid upon the public announcement of the transaction and an additional discretionary fee of up to $15 million (AUD 20.4 million), which amount, if any, will be determined in the sole discretion of Square and paid upon the closing of the transaction. Lonergan Edwards & Associates Limited acted as fairness opinion provider to Afterpay Limited in the deal. Lanai (AU) 2 Pty Ltd ) completed the acquisition of Afterpay Limited (ASX:APT) on January 31, 2022. As a part of the transaction, Afterpay Limited's team joined Block, Inc. Mark Crean of Jones Day (Australia) acted as legal advisor to Afterpay Limited. Ernst & Young Australia acted as financial due diligence provider to Afterpay.


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Financials ()
Sales 2021 836 M - -
Net income 2021 -156 M - -
Net Debt 2021 147 M - -
P/E ratio 2021 -215x
Yield 2021 -
Capitalization 19 966 M 14 104 M -
EV / Sales 2020 34,0x
EV / Sales 2021 41,1x
Nbr of Employees 1 300
Free-Float -
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Managers and Directors
Anthony Mathew Eisen Co-CEO, Executive Director & Managing Director
Nicholas David Molnar Co-CEO, Executive Director & Managing Director
Rebecca Lynne Lowde Chief Financial Officer
Elana Rubin Independent Chairman
Dana Stalder Independent Non-Executive Director