WAM Capital Limited (ASX:WAM) managed by Wilson Asset Management (International) Pty Limited entered into a bid implementation agreement to acquire amaysim Australia Limited (ASX:AYS) from Investmentaktiengesellschaft für langfristige Investoren TGV, University of Notre Dame, Challenger Limited (ASX:CGF), Merlon Capital Partners Pty Limited and others for approximately AUD 230 million on December 14, 2020. As per the agreement WAM will make an agreed off market takeover bid to acquire AYS. Under the WAM Offer, each amaysim shareholder may elect to receive either: 1 WAM share for every 2.7 amaysim shares or cash consideration of AUD 0.695 per amaysim share or a combination of cash and scrip. If no election is made, the default option for accepting amaysim shareholders will be Scrip Consideration. On January 19, 2021, WAM capital revised the terms of consideration and new consideration offer for amaysim shareholders to elect is to either opt for AUD 0.7 per share in cash or to opt for 1 share of WAM in exchange of 2.675 amaysin share or combination of both. As at November 30, 2020, the investment portfolio of WAM was comprised of 9.4% cash (AUD 126.4million), with the remaining 90.6% predominantly comprised of liquid investments listed on the ASX. WAM's portfolio is predominately comprised of highly liquid investments, which WAM can liquidate at short notice if required to fund the cash component of the WAM Offer consideration and/or costs. As of January 18, 2021, Investmentaktiengesellschaft für langfristige Investoren TGV intends to vote in favor of offer in absence of superior proposal.

The WAM Offer is conditional upon amaysim shareholder approval of the sale of amaysim's Mobile business (Mobile Sale) to Optus Mobile Pty Limited. Transaction is also subject to WAM has a relevant interest in at least 50.1% (by number) of amaysim shares, the grant of any regulatory or third party approvals which would otherwise impede the Mobile Sale or alternative superior proposal and no regulatory action which materially affects the WAM Offer. WAM Board unanimously recommends shareholders accept the WAM Offer and the Directors have indicated that they each intend to accept the WAM Offer in respect of all amaysim shares they own or control, both in the absence of a superior proposal. Under the terms of the agreement, WAM has agreed to waive each of the defeating conditions immediately upon completion of the Mobile Sale. On January 19, 2020, considering the WAM Offer update, the Board of amaysim continues to unanimously recommend Shareholders accept the WAM Offer. WAM announced its upcoming fully franked interim dividend of AUD 0.078 per WAM share, with a record date of June 1, 2021. If amaysim shareholders accept the Scrip Consideration and are issued WAM Shares under the WAM Offer before June 1, 2021 and continue to hold their WAM Shares on that date, they will also receive the WAM Dividend. Extraordinary General Meeting of AYS will be held on January 21, 2021. The offer becomes free from all defeating conditions and opens for acceptance on February 1, 2021. As on February 12, 2021, 51.52% of the shares are tendered. As of March 22, 2021, 66.98% shares were tendered. On February 17, 2021, the offer becomes unconditional after the completion of Mobile sale. The WAM Offer will open on February 1, 2021 and will close on March 30, 2021. The scrip consideration issued under the WAM Offer allows WAM Shareholders to benefit from the issuance of shares at a premium to the underlying net tangible assets (NTA), which is accretive to WAM's pre-tax NTA.

Luminis Partners acted as financial adviser and King & Wood Mallesons acted as legal adviser for AYS. Mills Oakley acted as legal adviser for WAM. Computershare Investor Securities Pty Ltd acted as registrar for the offer.