BARD1 Life Sciences Limited (ASX:BD1) entered into a merger implementation agreement to acquire Sienna Cancer Diagnostics Limited (ASX:SDX) from Merchant Funds Management Pty Ltd and other shareholders for AUD 24.7 million on April 8, 2020. Under the terms, Sienna Cancer Diagnostics will be offered 13 new fully paid ordinary shares in BARD1 Life Sciences Limited for every 5 fully paid ordinary shares in Sienna Cancer Diagnostics Limited. As a result of the transaction, Sienna will become a direct, wholly owned subsidiary of BARD1. Sienna will be delisted from the ASX and former Sienna shareholders will become shareholders of BARD1. Merchant Funds Management Pty Ltd will sell 16.06 % stake. The termination fees of AUD 0.25 million will be paid by BARD1 to Sienna and AUD 0.25 million of breakup fee will be paid by Sienna to BARD1.

The transaction is subject to conditions and provisions customary for transactions of this type including exclusivity arrangements, court approval, FIRB approval, regulatory approval and approval by shareholders of both Sienna and BARD1, subject to independent expert determining that the scheme is in the best interests of Sienna Shareholders and receipt of approvals. The Sienna Directors unanimously recommend that the Sienna Shareholders vote in favor of the Scheme. The board of Sienna Cancer Diagnostics unanimously approved the transaction. In KPMG Financial's opinion, the scheme is in the best interests of sienna shareholders, in the absence of a superior proposal.

As of July 15, 2020, the shareholders of Sienna Cancer Diagnostics approved the transaction. It is expected that Sienna Cancer Diagnostics's shares will be suspended from the close of trading on the ASX on July 20, 2020. As on July 20, 2020, Federal Court of Australia has approved the transaction. The transaction is expected to close on July 28, 2020. Bart Oude-Vrielink and Sudharshan Senathirajah of MinterEllison acted as a legal advisors and Kidder Williams Limited acted as a financial advisor to BARD1. Sean Collins and Joanne Lupton of KPMG Financial Advisory Services (Australia) Pty acted as fairness opinion provider for Sienna. Link Market Services Limited acted as registrar and K & L Gates acted as legal advisor for Sienna.

BARD1 Life Sciences Limited (ASX:BD1) completed the acquisition of Sienna Cancer Diagnostics Limited (ASX:SDX) from Merchant Funds Management Pty Ltd and other shareholders on July 28, 2020. BARD1 Life Sciences Limited issued the consideration shares. The head office of BARD1 Life Sciences Limited will be relocated to Melbourne. Geoffrey Cumming and Helen Fisher have been appointed as Non-Executive Chairman and Non-Executive Director of BARD1 respectively. Peter Lynton Gunzburg has resigned from the Board and as Chairman of BARD1. Philip Powell has been appointed as Non-Executive Director of Sienna. Carl Stubbings and Tony Di Pietro have resigned as Executive Directors of Sienna. Carl Stubbings has been appointed as Chief Operations Officer and Tony Di Pietro as Chief Financial Officer and Company Secretary of BARD1. Sienna intends to apply to be removed from the official list of the ASX and quotation of its shares will be terminated from July 29, 2020. Ernst & Young Australia acted as Financial due diligence and Tax due diligence provider to BARD1.1201854806