Crayon Group Holding ASA (OB:CRAYN) received a confidential, non-binding proposal to acquire rhipe Limited (ASX:RHP) from group of shareholders for approximately AUD 400 million on July 1, 2021. Pursuant to the terms, Crayon Group Holding ASA will acquire all shares in rhipe by way of a scheme of arrangement for AUD 2.50 per rhipe share. Crayon Group Holding ASA entered into a binding Scheme Implementation Deed to acquire rhipe Limited on July 6, 2021. The transaction is fully financed through a combination of proceeds from the newly completed bond issue of AUD 279.4 million senior unsecured floating rate bond issue, existing cash, and an extended RCF credit line. The Proposal stated that any final, binding offer would be subject to a number of conditions, including (among others): the satisfactory completion of confirmatory due diligence, court approval and negotiation of a Scheme Implementation Deed; unanimous and continuing recommendation of the rhipe Board; customary conditions, including rhipe shareholder approval, FIRB approval and other requisite regulatory approvals; and no material adverse change occurs in relation to rhipe.

Following a detailed consideration of the Proposal, after consultation with its appointed advisors, the rhipe Board resolved to allow Crayon to undertake limited confirmatory due diligence on a non-exclusive basis, to enable Crayon to present the rhipe Board with a satisfactory binding proposal. There is no certainty that, following the due diligence process, Crayon will submit a satisfactory binding proposal, and as a result, rhipe shareholders are advised to take no action at this time. As on August 31, 2021, the rhipe Board unanimously recommend that rhipe shareholders vote in favour of the Scheme. It is anticipated that a Scheme Booklet in relation to the proposed Scheme will be sent to rhipe shareholders in September 2021 and that rhipe shareholders will vote on the scheme in October 2021. As of September 30, 2021, the Foreign Investment Review Board has approved the transaction. The implementation of the Scheme remains subject to a number of other conditions, including approval of rhipe shareholders at the Scheme Meeting, Court approval and the satisfaction or waiver (where capable of waiver) of certain other customary conditions. The Scheme Meeting, will be conducted on Monday, October 11, 2021. As on October 11, 2021, The Scheme Meeting of rhipe Limited approved the transaction. The Scheme remains subject to Court approval in order to be implemented and certain other conditions. rhipe has applied to the Court for orders approving the Scheme at a hearing scheduled for October 13, 2021. If the Court approves the Scheme, rhipe proposes to lodge an office copy of the Court orders with the Australian Securities and Investments Commission on October 14, 2021, at which time the Scheme will become legally effective. rhipe declared dividend of AUD 0.13 per rhipe share. In accordance with the terms of the Scheme Implementation Deed, the Special Dividend will reduce the amount of the Scheme Consideration to AUD 2.37 per rhipe share. As of October 13, 2021, the Supreme Court of New South Wales has made orders approving the scheme of arrangement. rhipe will apply for its shares to be suspended from trading on the Australian Securities Exchange with effect from the close of trade on October 14, 2021. As of August 11, 2021, the transaction is expected to close in Q4 2021. As on September 7, 2021, scheme implementation date is November 3, 2021.

Jefferies (Australia) Pty Ltd acted as financial advisor and Allens acted as legal advisor to rhipe Limited. ABG Sundal Collier Holding ASA (OB:ABG) acted as financial advisor, AGP Advokater AS and Lance Sacks, Rick Troiano, Eric Li and Lewis Assness of Baker & McKenzie LLP acted as legal advisor to Crayon Group Holding ASA in the deal. KPMG Financial Advisory Services (Australia) Pty Limited acted as independent expert to rhipe Limited.

Crayon Group Holding ASA (OB:CRAYN) completed the acquisition of rhipe Limited (ASX:RHP) from a group of shareholders on October 14, 2021. The scheme became legally effective on October 14, 2021 after a due diligence and negotiation period. Upon completion of the scheme, Crayon Group Holding ASA will acquire all the rhipe Limited shares.