IRESS Limited (ASX:IRE) entered into an implementation agreement to acquire OneVue Holdings Limited (ASX:OVH) from Thorney Investment Group Australia Pty. Ltd., Abtourk Group and others for approximately AUD 110 million on June 1, 2020. Under the terms of the scheme, OneVue's shareholders will be entitled to receive consideration of AUD 0.4 per share for each of their OneVue share. As of September 27, 2020, IRESS increased the consideration under the scheme of arrangement from AUD 0.4 per share to AUD 0.43 per share. The consideration for the transaction is approximately AUD 120 million. The increased consideration remains an all-cash offer. IRESS intends to fund the amount of the scheme consideration via a combination of existing cash and bank debt facilities. The transaction will be funded through a portion of the funds IRESS receives from an equity raising which it is currently conducting and which is comprised of a fully underwritten placement to raise AUD 150 million, and a non-underwritten share purchase plan to eligible shareholders, targeting to raise approximately AUD 20 million. OneVue will pay a breakup fee of AUD 1.07 million. OneVue's Managing Director, founder and Chief Executive Officer, Connie Mckeage, will continue to play an important role during the transition period and will consult on growth, strategy and clients after completion.

The transaction is subject to the receipt of Australian Competition and Consumer Commission and other regulatory approvals, approval by OneVue shareholders and Federal Court of Australia and customary commercial conditions including; the Independent Expert concluding, and continuing to conclude, that the scheme is in the best interests of OneVue shareholders; and no “material adverse change” or “prescribed events” occurring. The full OneVue Board of Directors unanimously recommended that OneVue shareholders vote in favor of the scheme in the absence of a superior proposal. As of September 4, 2020, the Federal Court of Australia approved the convening of scheme meeting for shareholders. As of September 7, 2020, the Australian Competition and Consumer Commission approved the transaction. On September 28, 2020, the Board of OneVue continues to unanimously recommend that OneVue shareholders vote in favour of the revised scheme with increased consideration offered by IRESS. OneVue shareholders will meet virtually to consider and vote on the proposal of increased consideration on October 9, 2020. On October 1, 2020, the court ordered that the scheme meeting be adjourned. The meeting will be held on October 21, 2020. On October 21, 2020, the shareholders of OneVue Holdings approved the transaction. As per announcement of October 28, 2020, the Federal Court of Australia has approved the transaction.

The transaction is expected to close in late September 2020. As of July 17, 2020, the transaction is expected to be implemented by late October 2020. As of September 4, 2020, the transaction is expected to close on October 27, 2020. As reported on October 2, 2020, the transaction is expected to close on November 6, 2020. As of October 29, 2020, the scheme becomes effective. The transaction is expected to be earning per share dilutive in the near term, there is significant earnings upside potential through continued innovation delivering automation and efficiency for clients.

The Goldman Sachs Group, Inc. (NYSE:GS) acted as financial advisor for IRESS. King & Wood Mallesons, Australia Branch acted as legal advisor to IRESS. Macquarie Capital (Australia) Limited acted as financial advisor to OneVue Holdings Limited. Grant Thornton Corporate Finance Pty Ltd, Investment Banking Arm acted as the independent expert to OneVue in the transaction for a fee of AUD 0.09 million and is of the opinion that scheme is fair and reasonable. Mccullough Robertson Lawyers acted as legal advisor and Computershare Investor Services Pty Limited acted as registrar to OneVue Holdings Limited. Andover Group acted as financial advisor to OneVue.

IRESS Limited (ASX:IRE) completed the acquisition of OneVue Holdings Limited (ASX:OVH) from Thorney Investment Group Australia Pty. Ltd., Abtourk Group and others on November 6, 2020.