FNZ (UK) Ltd made a proposal to acquire GBST Holdings Limited (ASX:GBT) for approximately AUD 270 million on July 24, 2019. FNZ (UK) Ltd will acquire each share of GBST at AUD 4 in cash by way of a scheme of arrangement. On July 26, 2019, AUD 4 per share proposal expired and FNZ revised the proposal at AUD 3.95 per share. On July 26, 2019, FNZ revised the proposal at AUD 3.9 per share. FNZ (UK) Ltd entered into binding Scheme Implementation Deed to acquire GBST Holdings Limited for AUD 3.85 per share on July 29, 2019. A special dividend of AUD 0.35 was declared and so the offer per share of AUD 3.85 was reduced by AUD 0.35 on October 11, 2019. The proposal is conditional on GBST entering into a Scheme Implementation Deed with FNZ in a form provided by FNZ before the FNZ proposal deadline, certain other terms and conditions including, among others, Court approval, Foreign Investment Review Board approval, other regulatory approvals and no prescribed occurrences, regulated events or material adverse change occurring in respect of GBST. The meeting of GBST shareholders will be held on October 14, 2019 to consider and vote for the transaction. As the FNZ AUD 3.9 proposal remained subject to terms which would result in an unacceptable level of risk for GBST and its shareholders as well as an unrealistic engagement timetable, the GBST Board has formed the view that the proposal from FNZ is one that is effectively incapable of being accepted. GBST shareholders are advised to take no action at this point in time. The proposal of AUD 3.9 per share is capable of acceptance until July 26, 2019, after which point it would be automatically withdrawn. GBST Directors unanimously recommend shareholders vote in favor of the scheme, and intend to vote shares in their control in favor of the scheme, in the absence of a Superior Proposal and subject to an Independent Expert concluding that the Scheme is in the best interests of GBST shareholders. Scheme Implementation date is early November 2019. As per the update on October 18, 2019, the transaction is legally effective. The transaction has been approved by Supreme Court of New South Wales. Deutsche Bank Aktiengesellschaft (DB:DBK) acted as financial adviser and Allens acted as legal adviser for GBST Holdings Limited in the transaction. Grant Thornton Corporate Finance Pty Ltd acted as Independent Expert for GBST Holdings Limited and concluded the deal as fair and reasonable. Marlin & Associates Holding LLC acted as Financial advisor to GBST Holdings Limited. Rebecca Maslen-Stannage, Malika Chandrasegaran, Daniel Chun, Danielle Farrell, Luke Hastings, Emily Shepherd, Patrick Gay, Caroline Rae and Veronica Roberts of Herbert Smith Freehills LLP acted as legal advisors to FNZ (UK) Ltd. UBS Group AG acted as financial advisor to FNZ. FNZ (UK) Ltd completed the acquisition of GBST Holdings Limited (ASX:GBT) on November 5, 2019. With effect from the implementation of the Scheme, Allan Brackin, Christine Bartlett, Robert DeDominicis, Deborah Page AM and Tam Vu resigned as Directors and Jillian Bannan resigned as Company Secretary of GBST. Tim Neville, Peter Burge and Damian Millin have been appointed as the new Directors and Jessamine Carton has been appointed as Company Secretary of GBST. The Capital Markets Authority is investigating the acquisition and will place its decision on its website as soon as possible. As of April 8, 2020, The transaction was referred to phase 2 for an in-depth investigation with a statutory deadline till September 22, 2020. On April 16, 2020 CMA appointed an inquiry group and Jeremy Newman has been appointed to group and Humphrey was replaced. FNZ has responded to the CMA’s issues statement on June 24, 2020. On August 5, 2020, the Competition and Markets Authority (CMA) has provisionally found that FNZ's purchase of GBST could result in a substantial lessening of competition. The CMA has set out potential options for addressing its provisional concerns, which include requiring FNZ to sell all or part of GBST. The statutory deadline was extended to November 17, 2020. GBST and FNZ responded to notice to concern raised by CMA on August 28, 2020 and FNZ responded to provisional filling stating that FNZ and GBST are not close competitors and there are many other strong, credible competitors on September 22, 2020. SS&C Technologies, Inc submitted CMA’s views that SS&C believes a Full Divestiture would be an effective remedy to the provisional SLC if a suitable buyer can be found and SS&C believes that a partial divestiture could be an effective remedy if its scope includes the full GBST Wealth Management Suite. As on November 5, 2020, the Competition and Markets Authority carefully considered a number of remedies, including options put forward by FNZ. The Competition and Markets Authority found that requiring FNZ to sell the entire GBST Holdings Limited business is the only solution that will properly address the loss of competition resulting from the merger because of the risk that the other, less extensive, remedies put forward would have been ineffective in practice. As of January 8, 2021, Competition and Markets Authority asked Competition Appeal Tribunal to send the case back to it for consideration as Competition and Markets Authority identified certain potential errors in its market share calculations as a result of the provision of inconsistent information’ during the course of its investigation. On 21 January 2021, following the CMA’s request, CAT ordered the remittal of the CMA’s Phase 2 Decision to the CMA, in respect of the finding of a substantial lessening of competition and the final decision as to remedy. The CMA has published its conduct of the remittal document in which it sets out the way in which it intends to conduct the remittal process, particularly with regard to scope of the remittal, information-gathering and consultation on January 29, 2021. On April 15, 2021, Britain's Competition and Markets Authority has again blocked the transaction as a result of a repeat investigation following the buyer's appeal. The second inquiry was led by an independent CMA panel after FNZ made a request for remittal, or a new probe by the CMA, to the Competition Appeal Tribunal (CAT) in December 2020. After considering new representations and evidence the second time around, the UK antitrust watchdog stated FNZ to buy back a limited set of assets from GBST relating to its capital markets business. These would be assets that do not affect GBST's competitiveness in supplying retail investment platform solutions. As on May 7, 2021, Competition and Markets Authority published Derogation. As of June 8, 2021, Competition and Markets Authority is investigating the transaction. As on August 25, 2021, Britain's Competition and Markets Authority asked buyer to sell target with the option to buy back GBST capital markets software and customer contracts.