Macmahon Holdings Limited (ASX:MAH) entered into a binding agreement to acquire GF Holdings (WA) Pty Ltd for an enterprise value of AUD 48 million on June 18, 2019. Under the term, Macmahon will pay an enterprise value of approximately AUD 48 million, and two further earn-out payments which are subject to GF Holdings (GBF) achieving agreed performance hurdles in the next two financial years. The AUD 48 million upfront component of the purchase price will be funded by cash and the assumption of GBF's finance lease debt. Michael Foulds, current co-owner of GBF and major shareholder of Orminex will join the Board of Orminex as a Non-Executive Director once the sale of GBF to Macmahon is completed. Ross Graham, also a current co-owner of GBF and major shareholder of Orminex, will also be appointed as an Alternate Director to Michael once the sale of GBF to Macmahon is completed. On completion AUD 14.9 million cash was paid to the vendor, AUD 5.9 million non-assumed debt repaid and AUD 4 million cash retained in escrow. As on October 25, 2021, an earn out of AUD 23.5 million has been determined under the purchase agreement. The earn out payment will comprise AUD 12 million payable in October 2021 with the balance split between cash payable in FY23 and Macmahon shares to be purchased on-market and subject to a holding lock until July 2022. The transaction is subject to no material adverse change occurring in respect of the GBF business, the novation or restructure of certain arrangements relating to the GBF mineral ventures arrangements currently in place, each of Michael Foulds and Ross Graham entering into new executive service agreements for a term of at least 3 years, obtaining financier consents and the discharge of all GBF debt that is not being assumed under the acquisition, change of control or other consents from customers and relevant third parties and Macmahon being satisfied with the outcome of its due diligence investigations. The transaction is expected to complete by mid of August 2019. The transaction is expected to be an EPS-accretive. Azure Capital Pty Ltd. acted as a financial advisor and Johnson Winter & Slattery acted as a legal advisor to Macmahon.