K1 Investment Management, LLC signed a Scheme Implementation Deed to acquire ELMO Software Limited (ASX:ELO) from group of shareholders for AUD 490 million on October 26, 2022. Under the Scheme, the shareholders will receive AUD 4.85 for every share held. The Bidder has entered into a legally binding Equity Commitment Letter with the K5 Fund, under which the K5 Fund agrees to provide the Bidder (either directly or indirectly) an aggregate amount of approximately AUD 490 million if the Scheme becomes Effective (Equity Funding). The Bidder's intention is to reconstitute the ELMO Board, such that all of the ELMO Directors (excluding Danny Lessem) will be replaced and will review ELMO's business operations and organisational structure to ensure ELMO has the relevant mix and level of employees and skills that is appropriate business to pursue growth opportunities.

The transaction is subject to approval Foreign Investment Review Board of Australia, approval by the shareholders of ELMO, approval by court, subject to antitrust regulations. The ELMO Independent Board Committee (“IBC”) unanimously recommends that ELMO shareholders, in absence of a superior bid, vote in favour of the Scheme. JLAB Investments (No. 2) Pty Ltd. and Garber Family Trust have confirmed that they intend to vote all ELMO shares held or controlled by them in favour of the Scheme. The transaction is approved by the shareholders of ELMO. On December 16, 2022,The Supreme Court of New South Wales has today made orders approving to the convening of the two meetings of ELMO shareholders to consider and vote a meeting of general ELMO shareholders, being all ELMO shareholders other than the Rollover Shareholders (as defined below) (“General Scheme Meeting”); and a separate meeting comprising ELMO shareholders who are select members of the ELMO senior executive management team or their controlled entities. Independent Board Committee ("IBC”) unanimously recommend that ELMO shareholders vote in favour of the Scheme, in the absence of a superior proposal. If the Scheme is implemented, it is intended that the quotation of ELMO Shares on the ASX will be terminated, and ELMO will be removed from the official list of the ASX on or after the Business Day immediately following the Implementation Date. The General Scheme Meeting is expected to be held on January 30, 2023. The Scheme implies a break fee of AUD 4.85 million in the event where transaction gets terminated. The transaction is expected to complete in the first quarter of 2023. The transaction will become effective on February 9, 2023, and implementation date will be February 23, 2022. As of January 30, 2023, the transaction has received the required regulatory and antitrust approval and is also approved by the shareholders of Elmo Software. As of February 8, 2023, the transaction has been approved by the Supreme Court of New South Wales. As of February 24, 2023. ELMO Software Limited (‘ELO') will be removed from the Official List of ASX Limited at the close of trading today.

UBS Securities Australia Ltd acted as financial advisor and Leadenhall Corporate Advisory Pty Ltd acted as independent expert to ELMO Software Limited, Arnold Bloch Leibler acted as Legal Advisor to ELMO Software. Morgan Stanley acted as a financial advisor to K1 Investment Management, LLC. Link Market Services Limited acted as Share registry.