SS&C Solutions Pty Limited entered into an agreement to acquire Mainstream Group Holdings Limited (ASX:MAI) for approximately AUD 280 million on April 11, 2021. Under the transaction, SS&C Solutions will pay AUD 2 per share. As on April 27, 2021, Mainstream has agreed amendments to the Scheme Implementation Deed with SS&C, under which SS&C will acquire 100% of the shares in Mainstream at AUD 2.25 per share by way of scheme of arrangement (Revised Scheme). On April 29, 2021, received an unsolicited non-binding offer from Apex Group Limited for consideration of AUD 2.35 per share and in response the Apex Offer, SS&C has agreed to increase the Scheme Consideration payable to AUD 2.35 per Mainstream share. On May 6, 2021, SS&C increased the offer price to AUD 2.56 per share. On May 14, 2021, SS&C increased the offer price to AUD 2.61 per share. On May 25, 2021, SS&C increased the offer price to AUD 2.66 per share. On June 1, 2021, SS&C increased the offer price to AUD 2.76 per share. SS&C will fund the purchase from existing internal cash reserves and additional committed equity capital and debt. Mainstream will pay a break fee of AUD 0.75 million or AUD 2.9 million in any other case, as mentioned in the deed. SS&C will pay a break fee of AUD 0.75 million or AUD 2.9 million in any other case, as mentioned in the deed. The transaction is subject to the receipt of required regulatory approvals, approval by the shareholders of Mainstream Group Holdings Limited, termination of a transaction between Mainstream and Ss&C, due diligence investigation and court approvals. On April 29, 2021, SS&C has agreed to remove the condition precedent to the Scheme that requires Mainstream to obtain counterparty consents under its key contracts in respect of the change of control that will result from the scheme. Mainstream Board unanimously considers the Scheme to be in the best interests of shareholders and recommends that Shareholders approve the scheme resolution. The Directors of Mainstream unanimously recommend that Mainstream shareholders vote in favor of the Revised Scheme in the absence of a superior proposal. As of April 29, 2021, the Directors of Mainstream unanimously recommend that Mainstream shareholders vote in favor of the Revised Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Revised Scheme is in the best interests of shareholders. As of April 19, 2021, effective date of the transaction is Mid-July 2021. As of May 25, 2021, the transaction is expected to close on the third quarter of 2021. As on June 10, 2021, The Board of Mainstream determined the offer from Apex for acquisition of Mainstream for AUD 2.8 cash per share to be a superior proposal. Pursuant to the terms of the SS&C, Mainstream has notified SS&C of Apex’s Superior Proposal, and SS&C has 4 Business Days, being until June 17, 2021, to match, or offer more favourable terms to, Apex’s Superior Proposal. Mainstream is continuing to work with SS&C in relation to the proposed scheme of arrangement under the terms of the SS&C and the Mainstream Directors have not withdrawn their recommendation. Citigroup acted as financial advisor and Gilbert and Tobin acted as legal advisor to SS&C Solutions. Miles Advisory Partners Pty Ltd. acted as financial advisor and Maddocks Lawyers acted as legal advisor to Mainstream Group Holdings. A team including Leonard Kreynin and Matthew Yeowart of Davis Polk & Wardwell LLP from the London and New York offices acted as legal advisors to SS&C Technologies Holdings, Inc., parent of SS&C Solutions Pty Limited. SS&C Solutions Pty Limited cancelled the acquisition of Mainstream Group Holdings Limited (ASX:MAI) on June 17, 2021. SS&C Technologies Holdings has decided not to exercise its matching rights in connection with a competing offer made by a third party for an acquisition of Mainstream Group Holdings.