Perpetual Limited (ASX:PPT) entered into non-binding indicative proposal to acquire Pendal Group Limited (ASX:PDL) from a group of shareholders for AUD 2.6 billion on April 4, 2022. As per the transaction, Perpetual Limited will issue 1 share for every 7.5 Pendal shares plus AUD 1.67 cash for each Pendal share. As of August 24, 2022, Perpetual Limited (ASX:PPT) entered into a binding Scheme Implementation Deed to acquire Pendal Group Limited (ASX:PDL) from a group of shareholders for AUD 2.5 billion. As per the transaction, Perpetual Limited will issue 1 share for every 7.5 Pendal shares plus AUD 1.976 cash for each Pendal share. The cash portion of the transaction will be financed from new debt facility. As on November 16, 2022, transaction terms are revised in which Perpetual Limited now will pay AUD 1.650 per share in cash and 1 share for every 7 Pendal shares. A buy side break fee of AUD 23 million will be payable by Perpetual in case Perpetual breaches the SID to pursue an alternative transaction to the Scheme.

The transaction is subject to due diligence, negotiation and execution of transaction documentation and receipt of all applicable regulatory, court, Pendal shareholders, third party consents and other approvals. As on April 12, 2022, Pendal Group Limited's board unanimously determined that transaction is significantly undervalues the current and future value of Pendal and is therefore not in the best interests of shareholders. As of August 25, 2022, Pendal Group Limited's board unanimously approved and considered this in the best interests of shareholders. As per the update on November 14, 2022, Court made orders to stand over the proceedings to November 16, 2022, and will consider whether the meeting of Pendal shareholders to approve the Scheme should be convened. As of November 22, 2022, Scheme Booklet has been registered with ASIC and the scheme meeting is scheduled to be held on December 23, 2022. As of December 23, 2022, the transaction has been approved by the shareholders of Pendal and remains subject to court approval. As of January 3, 2023, the regulatory approval conditions have now been satisfied and the implementation of the scheme remains subject to the other conditions. The scheme is expected to be implemented by January 23. As of January 11, 2023, the scheme has been approved by the Supreme Court of New South Wales.

The Goldman Sachs Australia Pty Ltd acted as financial advisor and Herbert Smith Freehills acted as legal advisor to Perpetual Limited (ASX:PPT) and Macquarie Capital and Adara Partners acted as financial advisor and King & Wood Mallesons acted as legal advisor to Pendal Group Limited. BofA Securities, Inc. acted as financial advisor to Perpetual Limited (ASX:PPT). Ernst & Young Services Pty Limited acted as Due Diligence Provider to Perpetual Limited (ASX:PPT). Adrian Tan, Michael McKee, Puesan Lam, Emma Kendall, Marina Troullinou and Conor Houlihan of DLA Piper Australia Pty Ltd acted as legal advisor to Perpetual Limited.