Value Demonstration UK Holdings Limited reached an agreement to acquire Cello Health plc (AIM:CLL) for approximately £170 million on July 1, 2020. Under the terms of the transaction, Value Demonstration will pay £1.61 per share in cash for all of the outstanding shares of Cello. The acquisition is to be effected by means of a scheme of arrangement. Value Demonstration is backed by the funds of Arsenal Capital Partners and acquisition will be funded from capital committed by the funds of Arsenal Capital Partners. Upon-completion, Cello will be de-listed. Value demonstration does not intend to initiate any material changes in the location or functions of Cello's operations and places of business as a result of the transaction. The transaction is subject to the approval of shareholders of Cello, a special resolution to be passed at the Cello general meeting, which will require the approval of at least 75% of Cello's shareholders, any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the sanction of the scheme by the Court and such scheme court hearing being held on or before the 22nd day after the expected date of the court hearing to be set out in the scheme document in due course and all regulatory and statutory obligations in any relevant jurisdiction reasonably deemed necessary having been complied with.

The Board of Directors of Cello intend to recommend unanimously that Cello shareholders vote in favor of the scheme at the court meeting and the resolution to be proposed at the Cello general meeting. Value Demonstration has received irrevocable undertakings with respect to 27 million shares representing 25.4% stake of the entire existing issued share Capital of Cello. In addition to the irrevocable undertakings, Value Demonstration has obtained non-binding letters of intent from Cello Shareholders with respect to, in aggregate, 10 million Cello shares representing approximately 9.8% of the existing issued share capital of Cello to vote in favor of the scheme at the court meeting and Cello's general meeting. On July 8, 2020, Value Demonstration UK Holdings Limited received irrevocable undertakings or letters of intent for a total of 43.99 million Cello shares, representing approximately 41.2% of the issued share capital of Cello as at July 7, 2020, to vote in the favor of the scheme at the court meeting and the resolutions relating to the acquisition at the Cello general meeting. On July 8, 2020, Value Demonstration UK Holdings Limited received an additional irrevocable undertaking from Susan Savitri Steeds in respect of 0.7 million Cello shares representing approximately 0.7% of the existing issued share capital of Cello, to vote in favor of the scheme at the court meeting and the resolutions relating to the acquisition at the Cello general meeting. In total, Value Demonstration UK Holdings Limited has received irrevocable undertakings or letters of intent in respect of a total of 44.69 million Cello shares representing approximately 41.9% of the existing issued share capital of Cello to vote in favour of the scheme at the court meeting and the resolutions relating to the acquisition at the Cello general meeting. As of July 15, 2020, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) has been terminated. As per announcement of August 3, 2020, shareholders of Cello Health plc approved the transaction. The Scheme remains subject to the sanction by the court at the court hearing which is expected to take place on August 7, 2020. As of August 7, 2020, the court has sanctioned the scheme. The scheme remains conditional on the delivery of a copy of the court order to the registrar of companies, which is expected to occur on August 11, 2020.

The scheme document is expected to be published in mid-July 2020, Court Meeting and the Cello General Meeting will be held in early August 2020 and that the scheme will become effective in mid-August 2020. As per announcement of August 3, 2020, the scheme is expected to become effective on August 11, 2020. Julian Hudson, Aashis Mehta and Ashley Southcott of Rothschild & Co acted as financial advisors. Kiran Sharma, David Saltzman and Brenda Coleman of Ropes & Gray International LLP acted as legal advisors to Value Demonstration UK Holdings Limited and Arsenal Capital Partners. David Wyles, Dean Rodrigues and Pernille Thuesen of Greenhill, Giles Balleny and Harry Hargreaves of Cenkos acted as financial advisors while Jon Sweet and Simon Charles of Marriott Harrison LLP acted as legal advisor to Cello in the transaction. Tom Mercer of Ashurst acted as legal advisor to N M Rothschild & Sons Limited.

Value Demonstration UK Holdings Limited completed the acquisition of Cello Health plc (AIM:CLL) on August 11, 2020. Dealings in Cello Shares were suspended from August 11, 2020. Cancellation of the admission to trading on AIM of Cello's shares is expected to take place on August 12, 2020.