Network Investment Holdings Pty Limited offered to acquire remaining 76.8% stake in Boral Limited (ASX:BLD) from Perpetual Investments Management Limited, Tanarra Capital Australia Pty Ltd, and others for AUD 6.1 billion on May 10, 2021. Under the terms of transaction, Network will pay AUD 6.5 for each share of Boral. Network Investment Holdings currently owns 281.7 million shares of Boral. The offer price represents a premium of 54 cents to the average purchase price of interests in Boral shares acquired pursuant to Seven Group Holdings Limited’s (“SGH”) recent transaction on April 8, 2021, being AUD 5.96 per Boral share; 18% to the last closing price of Boral shares on ASX on March 31, 2021 of AUD 5.49, being the trading day prior to the announcement of Boral’s current on-market share buy-back on April 1, 2021; and 22% to the Boral six month VWAP, being AUD 5.32 per Boral share. If Network Investment were to acquire a relevant interest in 90% or more of the shares on issue, it is intended that Network Investment would, in addition to those intentions described in section 3.3: (a) proceed with compulsory acquisition of the outstanding Shares in accordance with the provisions of Chapter 6A of the Corporations Act; and (b) if a compulsory acquisition process is completed, procure the removal of Boral from the official list of ASX. On June 25, 2021, Network Investment will increase the consideration under its Offer to AUD 7.4 cash per Boral Share. As of June 3, 2021, Boral will further respond to the offer, which includes the recommendations of Boral's directors, excluding Ryan Stokes, with respects to the offer of acquisition. SGH has now received acceptances under the Offer such that its aggregate interest in Boral Shares is approximately 29.5%. SGH will further increase the consideration under the Offer to $7.40 cash per Boral Share if it receives acceptances sufficient to increase its aggregate interest to 34.5% or more prior 7 July 2021. Transaction will be funded from AUD 251 million existing cash reserve, committed undrawn facilities under SGH corporate loan facility and a new unsecured syndicated term loan bridge facility for up to AUD 5.5 billion to be provided by Australia and New Zealand Banking Group Limited, Barclays Bank PLC and Westpac Banking Corporation. Boral has formed a committee of its directors, excluding Ryan Stokes, to consider the Offer. As on May 11, 2021, the committee believes the Offer is opportunistic, undervalues Boral and unanimously recommends that shareholders reject the offer once it opens by taking no action. As on May 26, 2021, the condition of Lender's consents was fulfilled. Boral notes the offer as ‘a nil premium to last close. The Offer is expected to open on May 25, 2021 and close on June 25, 2021, unless extended. The Offer is not subject to any minimum acceptance condition but is conditional upon the receipt of consent of the required majority of existing SGH lenders, among others and approval under Hart-Scott-Rodino Act. As of May 25, 2021, Boral’s Independent Board Committee unanimously recommends shareholders take no action with respect to the offer. As of June 21, 2021, Boral’s Independent Board Committee unanimously recommends shareholders take no action with respect to the offer. The Board Committee believes the offer is opportunistic and undervalues Boral. The offer has been extended and will remain open till June 30, 2021. As of June 21, 2021, the offer become unconditional. On June 25, 2021, Network Investment Holdings extended the period during which the offer will remain open to July 2, 2021, unless extended or withdrawn. As of July 1, 2021, the Offer has been extended and is now scheduled to close on 15 July 2021. As of July 15, 2021, offer period has been extended to July 29, 2021. As of July 28, 2021, Seven Group confirms that the Offer Period will not be extended. Barrenjoey Capital Partners acted as financial advisor, Allens acted as legal advisor and Boardroom Pty Limited acted a registrar for Network Investment Holdings. Jarden Australia Pty Limited and Citigroup Global Markets Australia Pty Limited acted as financial advisors to Boral Limited. Tony Damian and Nicole Pedler of Herbert Smith Freehills LLP acted as legal advisor to Boral Limited. Flagstaff Partners Pty Ltd provided financial advisory services to Board of Boral Limited. Link Market Services Limited acted as registrar to Boral Limited. Grant Samuel & Associates Pty Limited acted as financial opinion provider for Boral.