CareTech Holdings PLC (AIM:CTH) made an offer to acquire Cambian Group plc (LSE:CMBN) from Richard Griffiths, Lombard Odier Asset Management (Europe) Limited, Teleios Capital Partners LLC, GI Partners, LLC and others for approximately £380 million on July 10, 2018. As of August 16, 2018, an agreement was entered into. Under the terms of transaction, CareTech Holdings PLC made a cash and share offer at £2.2 per Cambian ordinary share comprising of £0.77 in cash and 0.348 of new CareTech Holdings PLC share for each Cambian share, with a full cash alternative at £2 per share. The cash consideration will be funded through new debt facilities. As of July 24, 2018, CareTech Holdings PLC revised the offer such that Cambian's shareholders will receive 0.267 new CareTech shares and £1 in cash for each Cambian share, with a full cash alternative at £1.9 per share. Applications have been made to UK Listing Authority and the London Stock Exchange in relation to the delisting of Cambian shares from the premium listing segment of the official list and the cancellation of the admission to trading of Cambian shares on the main market and, subject to the scheme becoming effective, these are expected to take effect by October 19, 2018. As on July 31, 2018, CareTech has requested an extension to the original deadline to finalize its due diligence and arrange debt financing, from August 7, 2018, to August 16, 2018. Competition and Markets Authority has unconditionally approved the acquisition of Cambian Group PLC. As on August 16, 2018, in connection with the financing of the cash consideration and the refinancing of existing banking facilities, CareTech has entered into new banking facilities with Lloyds Bank plc and National Westminster Bank Plc, providing CareTech term loans of between 3.5 to 5 years of approximately £334 million, a short term bridge loan of approximately £80 million and in addition, a £25 million revolving credit facility will also be available. Post the transaction, the enlarged group will retain CareTech Holdings PLC name, however, it is intended that the Cambian brand will be retained. The executive directors of the enlarged group will comprise Farouq Sheikh as Executive Chairman, Haroon Sheikh as Chief Executive Officer and Michael Hill as Chief Financial Officer. John Ivers will be the Chief Operating Officer of CareTech, and Anne Marie Carrie will be Chief Operating Officer of Cambian, who will report to Haroon Sheikh. Saleem Asaria, the Chief Executive Officer of Cambian and Anoop Kang, the Chief Financial Officer of Cambian, have agreed to step down from their current roles on the effective date, and Anoop Kang will provide services to the enlarged group for a period of 6 months after the effective date. Karl Monaghan, James Cumming and Michael Adams will remain as non-executive directors on the board of CareTech, and it is expected that Michael Adams will become an Executive Director of the enlarged group. Each of the non-executive directors of Cambian has confirmed that they intend to resign from Cambia’sn Board conditional upon, and with effect from completion. The deal is subject to certain customary conditions, completion of confirmatory due diligence, approval of the Board of CareTech and shareholders of CareTech and Cambian as well as unanimous recommendation by the directors of Cambian and CareTech to vote in favour of the deal. The deal is also subject to satisfaction or, where relevant, waiver of London Stock Exchange agreeing to admit or re-admit (as applicable) the CareTech Shares including the New CareTech Shares in issue upon the Scheme becoming effective. The deal is also subject to Richard Griffiths and controlled undertakings, Lombard Odier Asset Management (Europe) Limited and Teleios Capital Partners LLC each giving irrevocable undertakings on satisfactory terms to vote in favour of the deal and not to elect for the full cash alternative in respect of their interests in Cambian shares. CareTech received irrevocable undertakings to support the offer from Richard Griffiths and Lombard Odier Asset Management (Europe) Limited. The Board of CareTech and Cambian recommend unanimously that CareTech shareholders vote in favour of the transaction on September 19, 2018. The deal received approval from shareholders of CareTech Holdings PLC and Cambian Group plc on October 15, 2018. As of October 17 2018, the scheme of arrangement has been sanctioned by the High Court of Justice in England and Wales by which the acquisition is being implemented. The scheme has now become fully unconditional and just requires delivery of the court order to the registrar of companies. The transaction is expected to complete during fourth quarter of 2018. As of October 15, 2018, the deal is expected to close on October 18, 2018. The long stop date of the transaction is December 31, 2018. As of October 17, 2018, the transaction is expected to complete on October 18, 2018, when the court order is delivered to the registrar of the companies. As of February 8, 2019, CMA has approved the deal. The transaction will be significantly accretive to CareTech's earnings in the first full financial year following completion. Hedley Goldberg and Thibault Poirier of N M Rothschild & Sons Limited, Gary Clarence and Edward Thomas of Investec Bank Plc and James Mitford and Alex Bruce of J.P. Morgan Cazenove Limited acted as financial advisors to Cambian Group plc. Christopher Dickinson, Ashwin Pai and Tariq Hussain of Jefferies International Limited and Freddy Crossley, Emma Earl, Peter Steel and Charles Leigh-Pemberton of Panmure Gordon (UK) Limited acted as financial advisors, Karen Davies, Braeden Donnelly, Sara Hamzawi, Harry Thimont, Nick Lever, Viktoria Grohmann, Louise Johnson, Caroline Chambers, Tim Rennie, Andrea Thomas, Ross MacKenzie, Tom Cooling, David Baxter, Crowley Woodford and Sarah–Beth Neville of Ashurst LLP and Charles Russell Speechlys LLP acted as legal advisors, Grant Thornton acted as accountant and Adrian Hadden and Chris Viggor of WH Ireland acted as brokers to CareTech Holdings PLC. Joel Ziff, Harriet Martin, Fiona Emily Coffee, Claire Zhu, Sonia Gilbert, Becky Moore, Brian James Martin Quinn, Alex Nourry, Conor Maguire, and Lain Hunter of Clifford Chance LLP and Trowers & Hamlins LLP acted as legal advisors to Cambian. Jeff Twentyman and Graeme Earle of Slaughter and May acted as legal advisors to GI Partners, LLC. James Parkes of CMS acted as legal advisors to funders on funding aspect of CareTech. Equiniti Limited acted as registrar for Cambian. Link Asset Services acted as registrar for CareTech Holdings PLC. CareTech Holdings PLC (AIM:CTH) completed the acquisition of Cambian Group plc (LSE:CMBN) from Richard Griffiths, Lombard Odier Asset Management (Europe) Limited, Teleios Capital Partners LLC, GI Partners, LLC and others on October 18, 2018. Delisting of shares of Cambian Group plc from the premium listing segment of the Official List and the cancellation of the admission to trading on the Main Market is expected take effect by October 19, 2018. Each of Saleem Asaria (Chief Executive Officer), Anoop Kang (Chief Financial Officer), Christopher Kemball (Chairman), Alfred Foglio (Non-Executive Director), Graham Rich (Senior Independent Non-Executive Director), Mike Butterworth (Independent Non-Executive Director) and Donald Muir (Independent Non-Executive Director) has resigned from the Board of dDirectors of Cambian Group plc effective October 18, 2018. CareTech Holdings CareTech has complied with the post-offer statements.