Innocean Worldwide Inc. (KOSE:A214320) entered into a scheme implementation deed to acquire 85% stake in Wellcom Group Limited (ASX:WLL) and others for approximately AUD 220 million from Mirrabooka Investments Limited (ASX:MIR) on July 31, 2019. Innocean Worldwide will pay the consideration of AUD 6.7 in cash per share. In a related transaction, Innocean Worldwide has entered into a standstill deed that restricts Well.com Pty Ltd. from dealing the retained shares of 15% stake for up to 7 years after the transaction has been implemented. Wellcom Group will make a payment of reciprocal break fees to Innocean Worldwide of AUD 2.4 million within 5 business days in case the transaction is terminated. Innocean Worldwide will make a payment of AUD 2.4 million within 5 business days in case the transaction is terminated.

On the implementation date, Wellcom must take all actions necessary to appoint the persons nominated by Innocean as new Wellcom Directors. The transaction is subject to customary conditions, including no material adverse change, court approval, certain prescribed occurrence and approval from shareholders of Wellcom. The transaction is subject to regulatory approvals from ASIC, ASX and Bank of Korea. The Directors of Wellcom have unanimously approved the transaction and recommended Wellcom shareholders to vote in favor of the transaction. As of October 4, 2019, Federal Court of Australia approved the convening of the scheme meeting to Wellcom shareholders. The meeting of shareholders of Wellcom Group Limited is scheduled to take place on November 8, 2019. Pricewaterhousecoopers Securities Limited, Investment Banking Arm, independent expert is of the opinion that transaction is fair and reasonable. As of November 8, 2019, shareholders of Wellcom approved the transaction. The scheme was approved by Federal Court of Australia on November 13, 2019. The scheme is expected to be implemented in late 2019. As of October 7, 2019, scheme will be implemented on November 27, 2019. Wellcom Group will appoint an independent expert in connection with the transaction. David Williams of Kidder Williams Limited acted as the financial advisor and MinterEllison acted as the legal advisor to Wellcom Group. Huiyeon Kim, Stuart Dullard, Andrew Kim, John Kim, Peter Kwon, In Kim and Woo Kim, Fran Barber, Matthew Parbhu, Georgia Monaghan, Chris Beck, Anita Cade, Maria Sun, Maggie Kearney, Harriet Forster, Tim Brookes, Sashini Walpola, Paul Zanelli, Justin Fazzolari, Jennie Mansfield, Jacqui Woodroffe, Sanjay Wavde, Barbara Phair, Paul Glover and Laura Scro of Ashurst Australia acted as legal advisor to Innocean Worldwide. Pricewaterhousecoopers Securities Limited, Investment Banking Arm acted as fairness opinion provider to Wellcom Group Limited. KPMG Corporate Finance LLC acted as financial advisor to Innocean Worldwide Inc.

Innocean Worldwide Inc. (KOSE:A214320) completed the acquisition of 85% stake in Wellcom Group Limited (ASX:WLL) from Mirrabooka Investments Limited (ASX:MIR) and others on November 27, 2019. Wellcom Group Limited will be delisted from the Australian Stock Exchange after close of trading today.