Capgemini Australia Pty Limited entered into a scheme implementation agreement to acquire Empired Limited (ASX:EPD) from a group of shareholders for approximately AUD 230 million on July 19, 2021. Under the terms Capgemini Australia Pty Limited will acquire 172.8 million shares for AUD 1.35 per share in cash. Russell Baskerville, Empired's Chief Executive Officer, intends to vote all shares within his control (which currently represents approximately 5.8% of the shares on issue) in favour of the Scheme. If the Scheme is implemented, Empired will become a wholly-owned Subsidiary of Capgemini. Empired will apply for termination of the official quotation of Empired Shares on the ASX and to have itself removed from the official list of the ASX. If the Scheme is implemented, the current Empired Directors will resign and a reconstituted board will be determined by Capgemini. Capgemini intends to continue the operations and business of Empired. The implementation of the Scheme is subject to a number of customary and other conditions, including the approval of at least 75% of Empired shareholders and the Court and the granting of a New Zealand Overseas Investment Act (OIA) direction order, and is not subject to financing or due diligence conditions, No Target Material Adverse Change, No Target Prescribed Occurrence, Target Scheme Warranties, Bidder Warranties are true and correct in all material respects as at the time they are given or made, Target Employee retention, Target Key Employee retention, Maximum Net Debt Amount. Break up fee is set to AUD 2.3 million. The Empired Directors unanimously recommend that Empired shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Empired shareholders. As of August 24, 2021, Overseas Investment Office of New Zealand approved the transaction. As of September 20, 2021, Board of Directors of Empired unanimously approved the transaction. The Scheme Meeting will held on October 25, 2021. As on October 25, 2021, transaction is approved by the shareholder of Empired Limited. Empired will seek approval of the Scheme from the Federal Court of Australia November 1, 2021. As of November 1, 2021, Federal Court of Australia approved the deal. Implementation date is set to November 16, 2021.

Euroz Hartleys Limited acted as financial adviser and Mark Paganin & Stephen Neale of Clayton Utz acted as legal adviser to Empired and Luminis Partners Pty Ltd. acted as financial adviser and Tony Damian, Nicole Pedler, Michael Gonski, Patrick Gay, Amalia Stone, Phil McMahon, Peter Jones, Nicholas Cowie, Leon Chung, Guy Narburgh and Joseph Falcone of Herbert Smith Freehills acted as legal adviser to Capgemini. Wayne Lonergan, Craig Edwards, Hung Chu, Martin Hall, Martin Holt, Grant Kepler, Julie Planinic, Nathan Toscan and Jorge Resende of Lonergan Edwards & Associates Limited acted as Independent experts and Paul Dawson of Grant Thornton Audit Pty Ltd acted as accountant to Empired.

Capgemini Australia Pty Limited completed the acquisition of Empired Limited (ASX:EPD) from a group of shareholders on November 2, 2021.