FINEOS Corporation Holdings plc (ASX:FCL) entered into an agreement to acquire Limelight Health, Inc. for $75 million on August 10, 2020. The purchase consideration will be paid in cash and Chess depositary interests over FINEOS shares ("CDIs"), which is subject to customary adjustments for cash, debt, working capital and transaction expenses. Under the terms of the consideration, the management shareholders of Limelight will receive at least 60% of their purchase consideration in FINEOS CDIs, with the remainder in cash; and the non-management shareholders of Limelight will be able to elect to receive their purchase price in cash, FINEOS CDIs, or a combination of both. The maximum consideration that could be paid in cash depending on vendor elections is $69 million and the maximum number of CDIs that may be issued to vendor shareholders when combined with other securities to be issued under the transaction and the placement, will not exceed 40.8 million CDIs. FINEOS estimates that the CDI and cash mix will comprise approximately $19 million in FINEOS CDIs and $56 million in cash, subject to final consideration election. CDIs issued to Limelight founders and management will be subject to escrow until 2 years from the date of completion of the transaction, and CDIs issued to non-management shareholders will be escrowed until FINEOS reports its financial results with respect to the half year ending December 31, 2020. As part of the transaction, FINEOS will also assume Limelight’s outstanding and unexercised options, which will be converted into FINEOS options to acquire FINEOS’ CDIs. The proceeds of AUD 85 million ($61.15 million) raised through fully underwritten institutional placement along with the intended offer to eligible CDI holders in Australia and Ireland in a non-underwritten security purchase plan to raise up to AUD 5 million ($3.59 million) (together with placement, the equity raising) and cash at the bank to the extent required, will be used to fund the cash consideration in the transaction. The transaction is subject to Limelight’s shareholders approval, 2 year escrow deeds and acceptable employment agreements entered into by key management shareholders, 3 year non-compete clauses for management team commencing on closing date and other customary closing conditions. The transaction is expected to close in August 2020. Macquarie Capital (Australia) Limited acted as financial advisor to FINEOS in the acquisition. FINEOS Corporation Holdings plc (ASX:FCL) completed the acquisition of Limelight Health, Inc. on August 14, 2020. Out of total consideration, $66 million was paid in cash and $9 million was paid in FINEOS’ CDIs representing 2.9 million new FINEOS’ CDIs and employee options over CDIs at an issue price of AUD 4.27 ($3.06). Out of total CDIs, 2 million CDIs are to be issued to Limelight’s management and are subject to a two-year escrow (lock-up) and 0.9 million CDIs are to be issued to Limelight’s non-management and subject to an escrow until the release of FINEOS’ first half of financial year 2021. Moelis Australia Advisory Pty Ltd acted as financial advisor and Clayton Utz has acted as legal advisor to FINEOS. Rich Mullen, Scott Murano, Manja Sachet, Jennifer McGrew, Matt Staples, Myra Sutanto Shen, Scott McCall, Rebecca Stuart, Melissa Mannino, Susan P. Reinstra, Martin R. Sul and Anne Seymour of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Limelight Health. Amos Barclay, Amy Bowler, James Crowe, David Glynn, Sarah Ritchey Haradon, Lindsay Silber and Mark Wiletsky of Holland & Hart LLP acted as legal advisor to FINEOS.