CVC Capital Partners Limited made an offer to acquire APM Human Services International Limited (ASX:APM) from Madison Dearborn Partners, LLC, Michael Anghie, Megan Wynne and others for approximately AUD 1.8 billion on February 16, 2024. As of February 16, 2024, CVC Capital Partners made an offer to acquire APM Human Services for AUD 1.6 cash per share. The proposal also included an option for all APM shareholders to receive all or part of the consideration in unlisted scrip in CVC's acquisition entity. The Board of directors of APM (Board), including its independent directors, have unanimously resolved not to pursue the Proposal on the basis that it does not sufficiently reflect the fundamental value of APM for AUD 1.4 billion. As of February 28, 2024, CVC Capital Partners made an offer to acquire APM Human Services for AUD 2 per share. APM formed an Independent Board Committee (IBC) to consider the Revised Proposal and to engage with CVC in respect of the Revised Proposal. The IBC is comprised of four independent directors, and is led by Neville Power, who is the lead Independent Director, and also includes Simone Blank, Robert Melia and Ben Wyatt. The Revised Proposal includes an assumption that Madison Dearborn Partners (MDP) will elect to participate in the Scrip Alternative in respect of approximately 75% of its APM shares. The Revised Proposal includes an option for all APM shareholders to elect to receive all or part of their consideration in the form of shares in an unlisted Australian public company (HoldCo) which will own 100% of the shares in CVC BidCo (Scrip Alternative). In addition, the Revised Proposal is conditional on certain shareholders, including Executive Chair, Megan Wynne and founding related parties (Founders) and Michael Anghie and key management (Management), electing to receive all or substantially all of their consideration in HoldCo shares. The Revised Proposal includes an assumption that Madison Dearborn Partners (MDP) will elect to participate in the Scrip Alternative in respect of approximately 75% of its APM shares. Under the Revised Proposal, should it be implemented, it is expected that a new entity wholly-owned by the CVC Funds will hold approximately 33% of HoldCo shares and existing shareholders who elect to participate in the Scrip Alternative, including the Founders, MDP and Management will hold the balance of shares in HoldCo. The IBC and the Board reiterates that APM shareholders do not need to take any action in relation to the Revised Proposal at this time. As of March 27, 2024, APM Human Services International Limited (ASX: APM) requests the granting of a trading halt in APM?s securities listed on the ASX pending the release of an update in relation to the receipt of a letter from CVC advising that they are unable to proceed to finalize a transaction on terms consistent with their non-binding Offer, and the ending of CVC?s exclusivity period. As of April 8, 2024, The MDP Proposal does not require exclusivity and allows the Company to engage with other potential acquirers and the IBC reiterates that no action is required to be taken by APM shareholders at this time in relation to the MDP Proposal.

APM has appointed Gilbert + Tobin as its legal adviser and UBS Securities Australia Limited as its financial adviser. Macquarie Capital acted as financial advisor to CVC Capital Partners Limited.