A consortium led by CPE Capital Pty. Ltd. including Macquarie Infrastructure and Real Assets made an indicative offer to acquire Bingo Industries Limited from Daniel Tartak, Ian Malouf and others for AUD 2.3 billion on January 18, 2021. A consortium led by CPE Capital including Macquarie Infrastructure has entered a scheme implementation deed to acquire Bingo Industries Limited from Daniel Tartak, Ian Malouf and others on April 27, 2021. Under the terms of the acquisition, cash proposal of AUD 3.5 per share is made along with a scrip alternative that is under development that would provide all shareholders with the option of electing to receive a mix of cash and unlisted scrip consideration at a lower upfront price than the cash proposal. A mixed cash and unlisted scrip alternative to the cash consideration of AUD 3.3 per Bingo share, comprised of AUD 1.32 in cash and the remainder in unlisted scrip. Additionally, Bingo shareholders electing the mixed cash and unlisted scrip alternative will be eligible for the earn-out dividend of up to AUD 0.8 per share. Bingo shareholders electing the mixed cash and unlisted scrip alternative will receive 1 class B share, 1 preference share and 1 class C share with an aggregate issue price of AUD 1.98 for each Bingo share elected. The election deadline for BINGO Shareholders to elect to receive the mixed consideration, being (Sydney time) on Friday, 2 July 2021, has now passed. As at the election deadline, 152 BINGO Shareholders, representing 208.7 million BINGO Shares, have made Elections to receive the mixed consideration. The transaction is subject to due diligence, financing and a minimum and maximum acceptance condition that will likely require major shareholders Bingo Managing Director and Chief Executive Officer, Daniel Tartak, and Bingo Director, Ian Malouf, to accept the cash and unlisted scrip alternative. The deal is subject to approval from shareholders of Bingo, Foreign Investment Review Board approval and court approval. As of April 27, 2021, Bingo independent board committee and other Bingo recommending Directors unanimously recommend the scheme that shareholders vote in favor of the scheme, in the absence of a superior proposal. The shareholders of Bingo will hold the meeting on July 13, 2021. As of July 12, 2021, Macquarie has received written notice from the Foreign Investment Review Board that the Commonwealth has no objection to the Scheme. Now, implementation of the Scheme remains subject to certain other conditions as previously announced, including approval of Bingo shareholders and court approval. As of July 13, 2021, the Scheme has been approved by the shareholders of Bingo. Now, the Scheme remains subject to the approval of the Court at the hearing scheduled on July 15, 2021, and certain other conditions precedent. If the Court approves the Scheme, Bingo proposes to lodge an office copy of the orders of the Court with the Australian Securities and Investments Commission (ASIC) on the same day (July 15, 2021), at which time the Scheme will become effective. It is expected that Bingo shares will be suspended from trading on the ASX from close of trading on July 15, 2021. On July 15, 2021, Supreme Court of New South Wales made orders approving the proposed scheme of arrangement. The scheme is legally effective and it is expected that quotation of BINGO shares on the ASX will be suspended from the close of trading on July 15, 2021. Independent Board Committee of Bingo comprises three independent non-executive directors of the company namely Maria Atkinson, Barry Buffier and Elizabeth Crouch. Elizabeth Crouch is a non-executive director and Chair of the Independent Board Committee of Bingo. The Scheme will be implemented on August 5, 2021. The Goldman Sachs Group, Inc. acted as financial advisor to CPE Capital. UBS Group AG (SWX:UBSG) acted as financial advisor to Bingo. Tony Damian of Herbert Smith Freehills LLP acted as legal advisor to Bingo and Macquarie Infrastructure. Lonergan Edwards & Associates Limited acted as an independent expert for the transaction and has concluded that the scheme is fair and reasonable and in the best interests of Bingo shareholders. Link Market Services Limited acted as proxy solicitor to Bingo. Deloitte Touche Tohmatsu Australia acted as accountant to Bingo. A consortium led by CPE Capital Pty. Ltd. including Macquarie Infrastructure and Real Assets completed the acquisition of acquire Bingo Industries Limited from Daniel Tartak, Ian Malouf and others on August 5, 2021. With effect from implementation of the Scheme, Daniel Girgis, Michael Coleman, Maria Atkinson and Barry Buffier have resigned as directors of BINGO. Kieran Zubrinich, Amanda McMillan, Jason Chan and Anthony Shepherd have been appointed as new directors of BINGO. Bingo Industries Limited (‘BIN’) will be removed from the Official List of ASX Limited at the close of trading today i.e. August 6, 2021, in accordance with Listing Rule 17.11, following implementation of the scheme of arrangement between BIN and its shareholders in connection with the acquisition of all the issued capital in BIN by Recycle and Resource Operations Pty Limited, an entity majority owned by Macquarie Infrastructure and Real Assets and its managed fund.