City of London Investment Group PLC (LSE:CLIG) entered into an agreement to acquire Karpus Management Inc. for approximately $100 million on June 8, 2020. As per the terms of consideration, City of London Investment Group will issue up to 24.1 million new shares, and will pay up to a maximum amount in aggregate of $0.55 million to each Karpus Stockholder. Under the terms, $10 million worth of new shares valued as at and due to George Karpus on completion shall be placed in escrow and shall be released in stages up to the fifth anniversary of completion. On the terms and subject to the conditions of the merger agreement, at completion, each stockholder of Karpus shall receive up to 79.18 new shares for every Karpus share, with any fractional entitlement to new shares forfeited by Karpus stockholders. The aggregate number of new shares to be issued to Karpus Stockholders shall be reduced if, at the date which is three days prior to completion, if the aggregate assets under management of Karpus's clients who have by such date consented to the merger, is less than $3.06 billion. In such circumstances, the aggregate number of new shares to be issued to Karpus Stockholders shall be reduced by a number of shares equal to 24.1 million multiplied by a percentage arrived at by taking (i) 95% and subtracting (ii) the quotient expressed as a percentage arrived at by dividing Karpus's aggregate assets under management at the date which is three days prior to completion by $3.2 billion. Karpus shareholders would take a 48% stake in City of London Investment Group. Upon completion, Karpus will continue to operate as a distinct entity and a fully operational business within the enlarged group. For year ended June 30, 2019, Karpus reported net assets of $7.3 million, total assets of $9 million and operating loss of $0.2 million. Tom Griffith will remain as Global Chief Executive and report to the Board of Directors of City of London Investment. Karpus’ team (other than George Karpus who will resign from Karpus on completion) should remain in place and the Board of City of London Investment has agreed to offer George Karpus the right to nominate one Non-Executive Director and one Executive Director to the Board of City of London Investment. The transaction is subject to approval by Karpus’ stockholders, customary regulatory approvals, expiration or termination under the US Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval by the Financial Conduct Authority (FCA) in respect of George Karpus becoming a controller of City of London and approval from the applicable governmental authorities in the UK and Singapore, approval from shareholders of City of London Investment at a general meeting to be held on July 13, 2020, admission of the new shares to listing on the premium segment of the main market of the London Stock Exchange, absence of a material adverse change on the business, assets, financial condition, operating results, or liabilities of Karpus, Karpus's funds under management immediately before completion in respect of clients who have consented to the merger being at least $2.6 billion and City of London Investment's funds under management as at July 1, 2020, being at least $3.5 billion. The transaction has been approved by shareholders of Karpus. As of June 12, 2020, the combined prospectus and circular in respect of the merger was approved by the FCA. As of July 13, 2020, the transaction was approved by shareholders of City of London Investment Group. The completion of the merger will occur on or around October 1, 2020. Martin Green, Daniel Harris, Mike Cuthbert and Ben Burnett of Zeus Capital Limited along with Roland Cornish and Michael Cornish of Beaumont Cornish Limited and Pakenham Partners Limited acted as financial advisors to City of London Investment Group. Alex Haynes, Jake Pidcock and John Meehan of Stephenson Harwood LLP and Jim Abbott and Nick Katsanos of Seward & Kissel LLP acted as legal advisors to City of London Investment Group.