NRW Holdings Limited (ASX:NWH) entered into a bid implementation agreement to acquire Primero Group Limited (ASX:PGX) from Perennial Value Management Limited, Mitsubishi UFJ Financial Group, Inc. (TSE:8306), Blackrock Group, The Vanguard Group, Inc. and others for AUD 94.3 million on November 24, 2020. Under the terms of transaction, Primero shareholders will receive AUD 0.28 cash plus 0.106 NRW shares for each Primero share. NRW intends to fund the cash component of the offer using available cash on balance sheet and an acquisition facility of AUD 50 million provided by Bankwest. NRW to make available to Primero an interim funding facility for up to AUD 10 million, to be available to fund working capital requirements. Primero management team lead by Cameron Henry to remain with the business under NRW ownership. NRW intends to compulsorily acquire any outstanding Primero shares. NRW will be entitled to compulsorily acquire any outstanding Primero shares for which it has not received acceptances on the same terms as the NRW offer if, during or at the end of the offer period, NRW has a relevant interest in at least 90% of Primero shares and NRW receives valid acceptances of at least 75% of the Primero shares.

The offer remains subject to certain conditions including receipt of any regulatory approvals required and a minimum acceptance of 90.1% of shares. An Independent Board Committee, comprising the non-executive directors of Primero, was formed to consider the offer and manage all matters ancillary to, or in connection with, the Offer. The Independent Board Committee and the Board of Primero have carefully considered the Offer and unanimously recommended that all Primero shareholders accept the Offer, in the absence of a superior proposal. Primero's directors, who collectively own or control approximately 30% of Primero shares have confirmed they will each accept the Offer in respect of all Primero shares they own and control as soon as practicable on the day that is 21 days after the Offer has opened in the absence of a superior proposal. As of February 3, 2021, the offer becomes unconditional. As of February 16, 2021, NRW Holdings Limited had a relevant interest in 98.43% of Primero Group Limited's shares. As of December 2, 2020, the transaction is expected to close on January 22, 2021. As of January 13, 2021, the transaction is expected to close on February 12, 2021. As of February 12, 2021, the transaction is expected to close on February 19, 2021.

Longreach Capital Pty. Ltd. acted as financial advisor and will receive a fee of AUD 0.95 million and Corrs Chambers Westgarth acted as legal advisor to NRW Holdings Limited in the deal. Marc Wilshaw and Hedley Roost of Thomson Geer acted as legal advisors and Sternship Advisers Pty Ltd. acted as financial advisor to Primero Group in the deal.

NRW Holdings Limited (ASX:NWH) completed the acquisition of Primero Group Limited (ASX:PGX) from Perennial Value Management Limited, Mitsubishi UFJ Financial Group, Inc. (TSE:8306), Blackrock Group, The Vanguard Group, Inc. and others on February 19, 2021. NRW Holdings Limited currently has a relevant interest in 98.6% of Primero's shares. NRW has commenced the compulsory acquisition process for the
remaining Primero shares.