Cisco Systems Holdings UK Limited (Bidco) reached an agreement on the terms of a recommended cash offer to acquire IMImobile PLC (AIM:IMO) from a group of shareholders for approximately £490 million on December 7, 2020. Under the terms of the offer, each scheme shareholder will be entitled to receive £5.95 per share in cash. The offer is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, although Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the co-operation agreement) to implement the offer by way of a Takeover Offer as an alternative to the Scheme. The cash consideration payable to shareholders of IMImobile pursuant to the offer will be funded from the existing cash resources of Cisco Systems, Inc. (NasdaqGS:CSCO), indirect parent of Bidco. If any dividend, other distribution or return of capital is declared, made or paid in respect of the shares of IMImobile on or after the date of the offer announcement and with a record date prior to the effective date, Bidco reserves the right to reduce the consideration payable in respect of each share by the amount of all or part of any such dividend, other distribution or return of capital. If Bidco exercises this right or makes such a reduction in respect of a dividend or other distribution, IMImobile shareholders will be entitled to receive and retain that dividend, other distribution or return of capital. Cisco intends to maintain IMImobile’s business presence and headquarter functions in the London area. In connection with the review of IMImobile’s locations of business, Cisco has no intention to redeploy the fixed assets of IMImobile, Following completion of the offer, Cisco intends to review IMImobile’s business and operations over a period of twelve months, including with respect to corporate functions. Cisco does not expect the offer to result in material headcount reductions in the IMImobile business overall. Cisco does not intend to make any material changes to the balance of skills and functions of employees and management of IMImobile. Once IMImobile ceases to be quoted on AIM, certain corporate and support functions may be reduced in scope or will not be needed, which will potentially require reduced headcount in these areas. It is intended that, upon completion of the offer, each of the non-executive IMImobile Directors will resign as an IMImobile Director. Upon completion of the transaction, the IMImobile team will join Cisco's Contact Center business unit, led by Omar Tawakol, Vice President and general manager, Cisco Contact Center, part of the Cisco Collaboration business. A request will be made to the London Stock Exchange to cancel the admission to trading of the shares of IMImobile on AIM, to take effect from or shortly after the effective date. The offer is subject to the approval by a majority in number of scheme shareholders at the court meeting representing at least 75% in value of the scheme shares and the passing of the resolutions to be proposed at the General Meeting; the sanction of the scheme by the court; the scheme becoming effective no later than the long stop date of August 31, 2021; and obtaining certain merger control approvals including clearance from Austrian Competition Authorities (Federal Competition Authority, Federal Cartel Prosecutor and the Cartel Court), German Federal Cartel Office, South African Competition Authorities and the Competition and Markets Authority, general third party clearances, all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated and other conditions. The Independent Directors of IMImobile consider the terms of the offer to be fair and reasonable and accordingly intend to recommend unanimously that scheme shareholders vote in favor of the scheme at the court meeting and that IMImobile shareholders vote in favor of the resolutions to be proposed at the General Meeting. The transaction has been approved by the shareholders of IMImobile PLC in the court meeting and general meeting held on February 4, 2021. Cisco Systems Holdings UK Limited has received irrevocable undertakings or letters of intent in respect of to vote in favor of the scheme at the court meeting and the resolutions to be proposed at the General Meeting in respect of, in aggregate, 44.9 million IMImobile Shares, representing approximately 54.5% of the issued ordinary share capital of IMImobile, including Liontrust in respect of 15.4 million shares, representing approximately 18.7%, each of the IMImobile Directors in respect of 10.4 million shares, being approximately 12.6%, each of Marlborough Fund Managers Limited and Octopus Investments Limited in respect of 19.1 million shares, representing 23.2% of the issued ordinary share capital of IMImobile. As on February 10, 2021, sanction hearing is scheduled on February 17, 2021. Transaction has been approved by South African Competition Authorities on February 16, 2021. As of February 17, 2021, the court has sanctioned the scheme. Effective date of the scheme is February 19, 2021. The latest date by which the scheme may become effective is August 31, 2021. Henry Reast, Virginia Bull and Sebastian Lawrence of Investec Bank plc and Nplus1 Singer Advisory LLP acted as financial advisors to independent Directors of IMImobile and nominated adviser and joint broker to IMImobile. Omar Faruqui and Osman Akkaya of Barclays Bank PLC and Credit Suisse Securities (USA) LLC acted as financial advisors to Bidco and Cisco Systems, Inc. (NasdaqGS:CSCO), indirect parent of Bidco. Richard Hough and William Samengo-Turner of Allen & Overy LLP and Fenwick & West LLP acted as legal advisors to Cisco Systems, Inc. and Bidco. Addleshaw Goddard LLP acted as legal advisor to IMImobile. Link Group acted as registrar for IMImobile. Cisco paid financial and corporate broking advice fee of £3.7 million, legal advice fee of £2.4 million and accounting advice fee of £0.23 million. IMImobile paid financial and corporate broking advice fee of £3.5 million, legal fee of £0.5 million and registrar fees of £0.04 million. Cisco Systems Holdings UK Limited (Bidco) completed the acquisition of IMImobile PLC (AIM:IMO) from a group of shareholders on February 19, 2021. Dealings in IMImobile Shares on the London Stock Exchange's AIM market were suspended on February 19, 2021. As of February 22, 2021, listing of IMImobile PLC has been cancelled. Tom Salvesen, Justin McKeegan and Iqra Amin of N+1 Singer acted as joint broker to IMImobile.