Little Green Beverages Pty Ltd. signed an agreement to acquire SoftBev Proprietary Limited from Bowler Metcalf Limited (JSE:BCF) and the founders on April 9, 2018. The minimum consideration for Bowler Metcalf Limited’s share of the equity is expected to be ZAR 233 million after the enterprise value has been adjusted for forecast net debt, adjustments to net working capital and sellers’ transaction costs. The base consideration will be settled on closing of the transaction. Following the completion of the Financial Year 2018 audited financial statements of SoftBev, the final amount of the purchase consideration will be determined based on the actual EBITDA for FY2018 (including certain pre-determined adjustments) and adjusting for the final net debt and working capital position of SoftBev as at June 30, 2018 and final sellers’ transaction costs (the “Deferred Consideration”). The deferred consideration will be settled shortly after the completion of the Financial Year 2018 audited financial statements. It is envisaged that the deferred consideration could potentially reach ZAR 126 million resulting in an estimated range for Bowler Metcalf's share of the equity in SoftBev of between ZAR 233 million and ZAR 359 million. In addition to the sale of its equity stake in SoftBev, Bowler Metcalf's loan claims of approximately ZAR 79 million will be repaid. The acquisition is subject to a number of key conditions including confirmatory due diligence, regulatory and Competition Commission approval, the parties to agree in writing the determination of the Financial Year 2018 Adjusted EBITDA and the normalized net working capital; parties to confirm, with reference to the May 2018 year-to-date trading results of SoftBev, the value of each of the components of the base consideration; the conclusion and unconditional fulfillment of finance facility agreements relating to The Beverage Company’s financing of the transaction and the shareholders of Bowler Metcalf approving the transaction. As of May 9, 2018, SA's competition regulator has approved the deal. As of July 31, 2017, the conditions are still in the process of being finalized and accordingly the date by which the final conditions precedent are to be fulfilled has been extended to August 31, 2018. As of August 3, 2018, all the conditions have been fulfilled. The sale of shares and claims agreement has accordingly become unconditional. The base and deferred considerations will both be settled in cash and will be used by Bowler Metcalf for the expansion of its packaging and related property investment business segments and new business ventures that meet its strategic objectives. It is also envisaged that part of the proceeds from the transaction will be paid out to shareholders in the form of a cash dividend. On November 15, 2018, Bowler Metcalf Limited completed the disposal of SoftBev Proprietary Limited through the receipt of the deferred consideration portion of the proceeds in the amount of ZAR 69 million. Shepstone & Wylie acted as legal advisor for Bowler Metcalf and SoftBev. Webber Wentzel acted as legal advisor and Standard Bank acted as financial advisor for The Beverage Company. Little Green Beverages Pty Ltd. completed the acquisition of SoftBev Proprietary Limited from Bowler Metcalf Limited (JSE:BCF) and the founders in 2018. On completion of this merger, Little Green Beverages was renamed to The Beverage Company.