Innopac Holdings Limited (SGX:I26) entered into an implementation agreement to acquire Merlin Diamonds Limited (ASX:MED) from a group of shareholders for SGD 86.8 million in stock on January 30, 2013. Innopac will offer 1.67 Innopac shares for every one Merlin Diamonds share. The group of shareholders includes Legend International Holdings, Inc., Dalkeith Resources Pty. Ltd., Yandal Investments Pty Ltd., Credit Suisse, Investment Banking and Securities Investments, Regals Fund LP of Regals Capital Management LP, Denman Audio Pty Ltd, Tortuga Advisors Ltd, Dolahenty Pty Ltd, Mrs Holdings Pty. Ltd., Bonos Pty Ltd., Schwarcz Super Fund and others. The offer will extend to the Merlin Diamonds shares which are issued during the period from the register date to the end of the offer period due to a conversion or exercise of rights attached to securities which exist, or will exist, as at the register date including pursuant to any of the convertible notes or placement. Assuming that the convertible notes are converted, this would result in the creation of 36.36 million new shares in Merlin Diamonds. In the event of termination by Merlin Diamonds, break fee of SGD 0.32 million (AUD 0.25 million) will be paid by Merlin Diamonds to Innopac Holdings and in the event of termination by Innopac Holdings, break fee of SGD 0.32 million (AUD 0.25 million) will be paid by Innopac Holdings to Merlin Diamonds.

Innopac intends to retain the senior management of Merlin who are currently contracted through its service company, Axis Consultants Pty Ltd. Innopac intends to seek the appointment of its nominees to the Merlin Board. Innopac intends to retain the present employees of Merlin and seek to retain operational and technical experience in Merlin's existing employees. The offer will be subject to a number of conditions including minimum acceptances representing at least 90% of the share capital of Merlin Diamonds, approval by Foreign Investment Review Board, required approvals from government agencies, conversion of convertible notes into shares of Merlin Diamonds, by the end of offer period any remaining Merlin Diamonds' shares pursuant to Merlin Diamonds approved placement are issued by Merlin Diamonds, approval from shareholders of Innopac Holdings for the issuance of the consideration shares, and the SGX-ST for the listing and quotation of the consideration shares. Bidder's Statement and Target's Statement in relation to the offer will be sent to Merlin Shareholders in March 2013. The transaction is unanimously recommended by the Directors of Merlin Diamonds, in the absence of a superior proposal. The offer will remain open for a period of not less than 1 month. Innopac Holdings Limited will hold an extraordinary general meeting on June 10, 2013 for the approval from the shareholders. As per the bidder statement released on March 26, 2013, the shares can be tendered from March 28, 2013 to June 28, 2013.

As of April 16, 2013, the transaction has been approved by Foreign Investment Review Board. As of April 16, 2013, Innopac has received acceptances for 12.18 million shares of Merlin. On May 2, 2013, it was announced that the offer has received acceptances from 42.52% of the issued and paid-up share capital of Merlin Diamonds. As on May 3, 2013, Innopac Holdings received acceptances representing 56.24% of Merlin's issued and paid-up share capital. Following the conclusion of the compulsory acquisition process, Innopac intends to arrange for Merlin to be removed from the official list of the ASX. Innopac intends to proceed with a compulsory acquisition of any Merlin Shares not acquired under the Offer which Innopac is entitled to compulsorily acquire under the Corporations Act.

As of May 8, 2013, Singapore Exchange Securities Trading Limited granted the approval of listing and quotation of the consideration shares. As on June 10, 2013, the shareholders of Innopac approved the transaction. As on June 12, 2013, the condition related to convertible notes of Merlin Diamonds has been partially satisfied. As on June 20, 2013, the offer closing date has been extended to July 12, 2013. The new date for Innopac to give notice of the status of the defeating conditions of the offer is now July 4, 2013. As on July 4, 2013, none of the conditions except FIRB approval, approvals by government agencies and Innopac shareholder approvals have been satisfied. As on July 8, 2013, holders of 120 million shares, representing 68.27% stake in Merlin Diamonds Limited have accepted the takeover offer.

Computershare Investor Services Pty Limited acted as registrar for Innopac. Georgeson Shareholder Communications Australia Pty Limited acted as information agent while Phillip Capital Limited acted as sale facility agent and will be paid a fee of SGD 12,900 (AUD 10,000) and a brokerage fee of 1.1% on the value of Innopac Shares that are sold under the sale facility and the facility for ineligible foreign shareholders plus other agreed expenses. Robert Wang & Woo LLP acted as legal advisor for Innopac and will be paid an advisory fee of SGD 0.15 million. Moore Stephens Perth acted as accountant for Innopac and will be paid an advisory fee of SGD 0.05 million (AUD 0.04 million). Toby Yiu and Darren Pereira of Holding Redlich acted as legal advisors to Innopac Holdings and will be paid an advisory fee of SGD 0.48 million (AUD 0.37 million). HO See Kim and CHIN May Nah of August Consulting Pte Ltd acted as public relation advisor in the transaction. Herbert Smith Freehills acted as legal advisor for Merlin Diamonds Limited. The conversions are taken from www.oanda.com as on January 31, 2013.