RedHill Education Limited (ASX:RDH) made an offer to acquire UCW Limited (ASX:UCW) ) from Microequities Asset Management Pty Limited, Viburnum Funds Pty Ltd., Matthew Crawford Reede and others for AUD 41.2 million in a reverse merger transaction on December 14, 2020. Under the terms of the consideration, the shares will be consolidated on an exchange ratio of 4.5 UCW shares for each share of RedHill. UCW will issue 235.2 million new shares to acquire RedHill. If UCW acquires a relevant interest in at least 90% of the RedHill shares at the end of the offer period and becomes entitled to compulsorily acquire any remaining RedHill shares, then it intends to exercise those rights to acquire all remaining RedHill shares. Post completion of the transaction, RedHill shareholders will hold 66% percent and Board and management will have a 16.9% interest in the combined entity.

An invitation will be extended to RedHill's Chief Executive Officer, Glenn Elith to join combined group's executive management team and for Interim Chairman, Stephen Heath to join the UCW Board. Subject to the transaction completing, David Buckingham has agreed to act as the Independent Non-Executive Chair for the combined group. Post completion of the transaction, the Board of Directors will comprise of an independent Non-Executive Chair, one independent Non-Executive Director from the RedHill Board, subject to their agreement, after having been invited by UCW, two Non-Executive Directors from the UCW Board and UCW's existing Chief Executive Officer and Managing Director. New Board of Directors of the combined company is expected to be David Buckingham, Adam Davis, Gary Burg, Peter Mobbs and Stephen Heath.

The transaction is conditional upon 90% minimum acceptance, UCW shareholder approval, no significant transactions as defined in the bidder's statement, no superior offer, no material adverse regulatory action- corporate or education and no prescribed occurrences set out in section 652C(1) or (2) of the Corporations Act. The offer is highly conditional and the 90% minimum acceptance condition is not capable of being satisfied. The UCW shareholder's meeting is expected to be held on January 15, 2021. As of December 14, 2020, UCW Board approved the bidder's statement. RedHill Board of Directors unanimously recommends that shareholders reject the offer. As of December 14, 2020, RedHill shareholders are advised to take no action in relation to the proposed offer until the Board has had a chance to fully consider the proposed offer and the Bidder's Statement. The offer is valid for acceptances from December 29, 2021 to January 29, 2021. As of January 11, 2021, RedHill's directors continues to recommend that RedHill shareholders take no action in relation to the proposed offer until they have considered the UCW's statement which will be released on or before January 13, 2021. RedHill Board of Directors recommends to reject the offer as they believe that offer is opportunistically timed in an attempt to take advantage of relative weaknesses in RedHill's share price and earnings due to COVID-19. On January 15, 2021, the shareholders of UCW approved the deal. On January 22, 2021, UCW has decided to extend the offer period for the offer will remain open till March 12, 2021. On February 5, 2021, a copy of Supplementary Bidder's Statement was lodged with ASIC and ASX and UCW advises that it has freed the offer from the superior offer condition along with that RedHill shareholders who together hold approximately 30.8% of RedHill shares have already accepted the offer. On February 22, 2021, UCW has decided to extend the offer period for the offer will remain open till March 31, 2021. As of March 23, 2021, UCW has decided to extend the offer period which will remain open till May 14, 2021. As at 6 May 2021, shareholders representing 17.2% of RedHill's shares had already accepted the offer. As of May 7, 2021, UCW has decided to extend the offer period which will remain open till July 2, 2021. RedHill's Board of Directors continue to unanimously recommend that shareholders to reject UCW's offer and take no action. On June 24, 2021, UCW informed RedHill that it does not intend to extend its offer and therefore, its offer will lapse on July 2, 2021.

Investec Group acted as financial advisor and K&L Gates LLP acted as legal advisor to UCW. Automic Group Pty Ltd acted as registrar for UCW. MinterEllison acted as legal adviser for RedHill. E&P Corporate Advisory Pty Limited acted as financial advisor for RedHill. Computershare Investor Services Pty Limited acted as registrar to RedHill. UCW has appointed Pacific Custodians Pty Limited as the facility operator and agent for the Acceptance Facility.