A.P. Eagers Limited (ASX:APE) (“APE”) made an offer to acquire the remaining 71.16% stake in Automotive Holdings Group Limited (ASX:AHG) (“AHG”) from Perpetual Limited (ASX:PPT) and others for approximately AUD 450 million on April 5, 2019. APE will issue 1 share for every 3.8 shares of AHG. As of May 7, 2019, A.P. Eagers Limited improved the offer and now will issue 1 share for every 3.6 shares of AHG. As per the revised terms total consideration is approximately AUD 590 million. The offer does not extend to AHG Performance Rights. The offer extends to AHG shares that are issued or otherwise come into existence during the period from the register date to the end of the offer period due to the conversion of, or exercise of rights attached to, securities convertible into AHG shares. If APE acquires a relevant interest in greater than 90% of AHG Shares, it is entitled to proceed to compulsory acquisition of the remaining AHG shares. If APE acquires 100% of the AHG shares under the offer, AHG will become a wholly owned subsidiary of APE. If AHG becomes wholly owned by APE, it is currently proposed that the merged group will operate under the name Eagers Automotive Holdings Limited.

APE intends to replace all members of the boards of the AHG with APE nominee directors. The intention of APE is for the APE' Board to undertake a review process to determine the senior management team for the merged group. It is anticipated that the senior management team will include members from APE's current senior management team, as well as members from AHG's current senior management team. The offer is subject to ACCC approval, third party consent, regulatory approvals, ASX market fall condition, Federal Court of Australia approval and merger authorization in respect of the acquisition under the Offer under Part VII Competition and Consumer Act 2010 having come into force. The Board of AHG advises shareholders to take no action in respect of APE's takeover offer. As on April 24, 2019, the Directors of Automotive Holdings have rejected the takeover bid by A.P. Eagers saying that the deal was of no benefit to shareholders. As on May 7, 2019, Board of Directors of Automotive Holdings unanimously recommended shareholders to accept the offer. The anticipated pre-tax synergies are estimated to be AUD 13.5 million per annum, available if full ownership achieved. As of April 23, 2019, offer will commence from April 23, 2019 to September 16, 2019. On July 25, 2019, the transaction is approved by The Australian Competition and Consumer Commission. As on August 16, 2019, the offer received regulatory approval and was declared unconditional and AHG directors unanimously recommend that AHG shareholders accept the offer. The offer is expected to close on September 16, 2019.

Morgans Corporate Limited acted as the financial advisor with fee of AUD 1 million and McCullough Robertson Lawyers acted as the legal advisor with fee of AUD 0.325 million, Ernst & Young LLP acted as the accountant with fee of AUD 0.04 million and Computershare Investor Services Pty Limited acted as the share registrar to APE. UBS acted as the financial advisor and Ashurst acted as the legal advisor to AHG. KPMG Transaction Services Zurich acted as accountant for Automotive Holdings Group Limited. KPMG Financial Advisory Services (Australia) Pty Limited acted as fairness opinion provider to Automotive Holdings Group Limited. Jacqueline Downes, Felicity McMahon, Georgia Sands, Tarun McCormack and Vanessa Cavallaro of Allens acted as legal advisors for A.P. Eagers Limited.

A.P. Eagers Limited (ASX:APE) completed the acquisition of the remaining 71.16% stake in Automotive Holdings Group Limited (ASX:AHG) from Perpetual Limited (ASX:PPT) and others on September 16, 2019. A.P. Eagers is pleased to announce that it now holds a 91.1137% relevant interest in Automotive Holdings Group shares and intends to compulsorily acquire the remaining Automotive Holdings Group shares in accordance with section 661B of the corporations act. As of September 17, 2019, compulsory acquisition process commenced. As of September 17, 2019, Automotive Holdings Group managing director John McConnell will leave the company on September 30, 2019. A.P. Eagers managing director Martin Ward assumes executive responsibility for the merged group.