BGH Capital Fund I managed by BGH Capital made an offer to acquire Hansen Technologies Limited (ASX:HSN) for AUD 1.3 billion on June 7, 2021. Under the terms, the offer price per share is AUD 6.5 in cash. The cash consideration price will be reduced by the value of any dividends or other distributions declared, proposed, or paid after date of the offer letter. The price also assumes that Hansen achieves its FY21 earnings guidance. The proposal is subject a number of conditions, including the Board of Hansen, other than Andrew Hansen, announcing that it intends to unanimously recommend the proposal to shareholders in the absence of a superior proposal, subject to an independent expert opining that the scheme is in the best interests of shareholders, and subject to execution of a scheme implementation deed (SID ) reflecting agreed commercial terms and otherwise customary terms, including Foreign Investment Review Board approval. Entry into the SID will be subject to the satisfactory completion of due diligence, Hansen does not sell or agree to sell any material asset in the company, finalization of debt commitments for the transaction and final approval to submit a binding proposal from the BGH Investment Committee. The Board of Directors of Hansen intend to unanimously recommend this offer. A period of exclusive due diligence access has been granted, which is to commence on the date of the Process and Exclusivity Deed and will run for a period of six weeks following provision of due diligence materials ("Exclusivity Period"). The exclusivity provisions that will apply during the Exclusivity Period include customary "no shop", “no talk”, "no due diligence" and notification protections to match any Competing Proposal. GrilloHiggins Lawyers acted as legal advisor to Hansen Technologies. The parties have agreed that this Virtual Data Room has been populated in such a way that the Exclusivity Period under the Process and Exclusivity Deed between Hansen and BGH Capital will end on August 25, 2021. As reported on June 16, 2021, Hansen was last night provided with an executed copy of a Co-operation Agreement entered between Othonna Pty Ltd as trustee for the Hansen Property Trust and BGH. Under the co-operation agreement, Othonna has agreed to support the proposal if it proceeds and (subject to tax advice) receive shares in the ultimate holding company of the acquiring entity in respect of certain shares held by Othonna. The exclusivity arrangements and period under that co-operation agreement correspond to those under the separate co-operation agreement entered between Andrew Hansen and BGH which was attached to the Form 603 referenced above. Hansen has established an Independent Board Committee comprising independent directors David Howell, David Trude, Jennifer Douglas and Don Rankin in relation to the proposal. Andrew Hansen is not a member of the IBC, nor are the other Directors of Hansen, Bruce Adams and David Osborne. Andrew Hansen and David Osborne are the sole shareholders of Othonna in their capacity as executors of the estate of Yvonne Hansen. UBS Australia Limited acted as financial advisor for the independent Board committee of Hansen Technologies. As on August 26, 2021, Hansen has agreed to extend the Exclusivity Period under the Process and Exclusivity Deed and clause 6.8 of that deed will no longer apply. The Exclusivity Period will now end on September 10, 2021. BGH Capital Fund I managed by BGH Capital cancelled the acquisition of Hansen Technologies Limited (ASX:HSN) on September 6, 2021. BGH Capital has decided to withdraw its unsolicited Proposal to acquire Hansen. Accordingly, discussions with BGH Capital in relation to the Proposal have now ceased and the Process and Exclusivity Deed between BGH Capital and Hansen has been terminated. Hansen has also been advised that the Co-operation Agreements entered into between BGH Capital and Andrew Hansen and, separately, Othonna Pty Limited (as trustee for the Hansen Property Trust) have been terminated.