Aretec Group, Inc. entered into confidentiality agreement to acquire Avantax, Inc. (NasdaqGS:AVTA) from a group of shareholders on June 7, 2023. Aretec Group, Inc. entered into an agreement to acquire Avantax, Inc. (NasdaqGS:AVTA) from a group of shareholders for $960 million on September 9, 2023. As part of consideration, each share of the Avantax?s common stock issued and outstanding will be canceled and converted into the right to receive $26 in cash. Pursuant to a debt commitment letter, dated September 9, 2023, the commitment parties party to that letter committed to provide Avantax with debt financing of approximately $2,691.5 million to fund the transaction. Avantax will pay to Aretec a termination fee equal to $32.3 million if merger agreement is validly terminated. Aretec will pay to Avantax a termination fee equal to $82.1 million if merger agreement is validly terminated. Upon completion of the transaction, Avantax will become a privately held company, and its common stock will no longer be traded on Nasdaq. As of November 6, 2023, after the transaction is completed, Christopher Walters, Chief Executive Officer, Marc Mehlman, Chief Financial Officer and Treasurer, and Tabitha Bailey, Chief Legal Officer and Corporate Secretary will step down from their roles.

The transaction is subject to Aretec and Avantax shareholders approval, the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and regulatory approvals. The Avantax board of directors approved the transaction. The Aretec board of directors approved the transaction. The Avantax Board established a transaction committee of the Board (the ?Transaction Committee?), comprised of J. Richard Leaman III (as chair), Georganne C. Proctor and Mark Ernst. Transaction was approved by stockholders of Avantax at a special meeting of stockholders of Avantax held on November 21, 2023. The transaction is expected to close by the end of 2023.

PJT Partners LP acted as financial advisor and fairness opinion provider to Avantax. PJT Partners is entitled to receive from Avantax, a transaction fee of approximately $24 million and $3 million as opinion fee. Jeffrey R. Poss, Manuel A. Miranda and Thomas Sharkey of Willkie Farr & Gallagher acted as legal advisor to Cetera. Dan Malone, Tom Tippetts, Daniel P. Malone and Tom Tippetts of Haynes and Boone acted as legal advisor to Avantax. Beth E. Berg and Scott R. Williams of Sidley Austin acted as legal advisor to Avantax. Morgan Stanley & Co. is serving as financial advisor to Cetera Financial Group. UBS Investment Bank and BMO Capital Markets served as co-advisors to Cetera. Willkie Farr & Gallagher LLP is acting as legal advisor to Cetera and Morrow & Co., LLC is acting as proxy solicitor to Avantax. Avantax will pay Morrow Sodali a fee of approximately $25,000 plus reimbursement of certain specified out-of-pocket expenses. Computershare Shareowner Services LLC is acting as transfer agent to Avantax. Latham & Watkins LLP advised PJT Partners, as financial advisor to Avantax.

Aretec Group, Inc. completed the acquisition of Avantax, Inc. (NasdaqGS:AVTA) from a group of shareholders on November 27, 2023. The holders of approximately 81% of the outstanding shares of Avantax common stock entitled to vote thereon approved the transaction.