Essity Group Holding BV made a nonbinding indicative proposal to acquire remaining 63.8% stake in Asaleo Care Limited (ASX:AHY) for approximately AUD 440 million on December 10, 2020. Essity will pay AUD 1.26 per share. Essity will finance its acquisition of shares through own funds. Essity Group Holding BV entered into an agreement to acquire remaining 63.8% stake in Asaleo Care Limited for approximately AUD 490 million on February 16, 2021. The offer price was revised to AUD 1.4 per share. Shareholders in Asaleo Care will receive the AUD 0.03 dividend declared by Asaleo following the announcement of their full year 2020 results on February 17, 2021 and, subject to approval of the transaction by shareholders and the Court and at the absolute discretion of the Asaleo Board it is intended that a further special dividend of AUD 0.02 is paid prior to completion of the transaction. Essity will finance the acquisition of shares through own funds. Essity AB and Asaleo Care Limited will pay a termination fee of AUD 4.9 million in case the transaction is terminated. The transaction is subject to negotiation and execution of binding transaction documentation, unanimous recommendation by the independent Directors of Asaleo in the absence of a superior proposal and subject to an independent expert concluding the proposal is in the best interests of shareholders and certain regulatory, Asaleo Care Limited's shareholder approval and other approvals, including from the Foreign Investment Review Board and Overseas Investment Office. The proposal is not subject to financing conditions or due diligence. The shareholders of Asaleo Care are advised to take no action. A Board committee consisting of the independent Directors of Asaleo (excluding the Essity nominated Directors) has been formed to consider the proposal, including obtaining advice from its financial and legal advisers. As reported on January 27, 2021, independent Board committee, after careful review, considers that the proposal fundamentally undervalues Asaleo Care and is materially inadequate. Board of Asaleo Care has rejected the takeover from Essity, labelling the “materially inadequate” bid as undervaluing Asaleo. As on February 16, 2021, the agreement is supported by the Independent Directors of Asaleo Care and is expected to be voted on at a meeting of the independent shareholders in Asaleo Care in the second quarter of 2021. The independent non-Essity directors and the Chief Executive Offocer and Managing Director unanimously recommend that shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the independent expert’s report concluding it is in the best interests of shareholders. Under the Scheme Implementation Agreement, Asaleo is bound by customary exclusivity provisions including “no shop,” “no talk,” “notification of approaches” and “bidder counterproposal” obligations. The “no talk” restriction is subject to a customary fiduciary carve-out. Subject to the approval of the agreement at that meeting, subsequent Federal Court of Australia and regulatory approvals, the completion of the transaction is expected to be finalized in the second quarter of 2021. As of March 31, 2021, the scheme meeting will be held on June 1, 2021, the court order will be lodged with Australian Securities & Investments Commission on June 10, 2021 when the scheme will become effective. The scheme record date is June 22, 2021. The scheme is expected to be implemented on late June 2021. As of April 22, 2021, First Court Hearing was held at which the Court made orders convening the Scheme Meeting to be done and In addition, all the ASX and ASIC relief, approvals or consents that Asaleo consider are necessary to implement the scheme as at the date have been granted. The Scheme meeting to be scheduled to occur on June 1, 2021. The shareholders of Asaleo Care approved the transaction on June 1, 2021. As of June 9, 2021, the Federal Court of Australia approved the scheme of arrangement. As of March 31, 2021, the transaction is expected to be implemented on July 1, 2021. Morgan Stanley AB acted as financial advisor to Essisty. Luminis Partners Pty Ltd. acted as financial advisor and Diana Nicholson and Joe Muraca of King & Wood Mallesons, Australia Branch acted as legal advisors for Asaleo Care Limited. Jeremy Blackshaw and Alberto Colla of Minter Ellison acted as the legal advisors to Essisty. Lonergan Edwards & Associates acted as the independent expert for Asaleo Care Limited. Essity Group Holding BV completed the acquisition of Asaleo Care Limited (ASX:AHY) on June 10, 2021. Trading in Asaleo Care shares was suspended from close of trading on June 10, 2021. On June 21, 2021, Asaleo Care shareholders will also receive the fully franked special dividend of AUD 0.02 per share for each share they hold on the Special Dividend Record Date of June 15, 2021. As of July 1, 2021, Scheme of Arrangement has been implemented. Asaleo Care shareholders have today been sent AUD 1.4 for each Asaleo Care share they held on the Scheme record date, June 22, 2021. The fully franked special dividend of AUD 0.02 per share was paid on June 21, 2021 to each Asaleo Care shareholder who held Asaleo Care shares on the special dividend record date, June 15, 2021. Asaleo Care intends to apply for its removal from quotation on the official list of ASX with effect from close of trading on July 2, 2021. As of July 1, 2021, name of Asaleo Care Limited will be changed to Essity AustralAsia.