iCollege Limited (ASX:ICT) made an offer to acquire RedHill Education Limited (ASX:RDH) from a group of sellers for AUD 50.3 million on February 22, 2021. iCollege Limited entered into an indicative and nonbinding term sheet to acquire RedHill Education Limited from a group of sellers for AUD 50.6 million on June 28, 2021. As per terms of transaction, iCollege Limited will issue 6 shares in ICT for every 1 share in RedHill Education Limited. In addition, the RedHill Education Limited stated that the Board is reviewing the proposed offer and notes that the ICT Bidder's Statement will be lodged within the next 21 days. Further, the RedHill Education Limited stated that the Board is not in a position to make a recommendation as yet but will do so in RedHill's Target's Statement, which will be released within approximately 1 month after receipt of the ICT Bidder's Statement. As of March 25, 2021, the exchange ratio is revised to 7.6 iCollege shares for every 1 Redhill Education share. As of June 28, 2021, the offer price was revised, iCollege Limited will issue 9.5 shares in ICT for every 1 share in RedHill Education Limited. RedHill Shareholders are expected to collectively own 45.4% of the merged entity. The combined entity is proposed to be led by Simon Tolhurst (Chair), Will Deane (Non-Executive Director), Ashish Katta (Non-Executive Director), Sandra Hook (Non-Executive Director) and Badri Gosavi (Executive Director). The Company Secretary will be Lisa Jones. Key management of the Combined Entity will include Glenn Elith (Chief Executive Officer), Michael Fahey (Chief Financial Officer) and Badri Gosavi (Head of Growth). RedHill and iCollege have agreed to a reciprocal break fee of AUD 0.51583 million, payable by either party in certain circumstances.

The transaction is subject to regulatory approval. The offer is subject to minimum acceptance of 90%. The share to be issued by iCollege Limited is subject to shareholder approval at its 2021 annual general meeting. The parties are conducting mutual due diligence under an exclusivity period ending on July 21, 2021. As on July 23, 2021, the exclusivity period extended till August 2, 2021. The transaction was approved by the Board of Directors of iCollege Limited unanimously and the Board recommended the shareholders to accept the offer. The board of directors of iCollege Limited unanimously accepted the revised offer. On April 30, 2021, RedHill Education Limited Board of Directors rejected the offer. On April 9, 2021, the bidder's statement was issued. On August 18, 2021, the second supplementary bidder's statement was issued to the shareholder. As reported on August 18, 2021, the offer is free from condition of regulatory approval. The board of directors of RedHill Education Limited and iCollege Limited unanimously accepted the revised offer and recommender the shareholder to accept the offer on August 18, 2021. The offer will remain open for a minimum period of 1 month. The consideration is expected to be paid on May 22, 2021. As of March 25, 2021, and July 16, 2021, RedHill Board recommends that shareholders continue to take no action in relation to the ICT Offer. As of September 13, 2021, iCollege Limited holds 26.3 million shares, representing 51.62% stake in RedHill. The offer period will open from April 15, 2021 and will close on May 17, 2021. As of May 10, 2021, the offer is extended from May 17, 2021 to June 28, 2021. As of June 18, 2021, the offer is extended from June 28, 2021 to July 30, 2021. As on July 16, 2021, the offer period extended till August 23, 2021. As of August 4, 2021, RedHill and ICT have agreed to extend the exclusivity period to August 9, 2021. As of August 16, 2021, offer period is extended till September 20, 2021. As of September 13, 2021, the offer period is extended and will remain open for acceptance until October 4, 2021. As of September 27, 2021, the offer period is extended and will remain open for acceptance until October 11, 2021. iCollege's acquisition of Redhill is expected to be earnings accretive. As of October 1, 2021, iCollege obtained acceptance of 92.4% and hence offer became unconditional. As of October 1, 2021, the minimum acceptance condition is achieved.

Veritas Securities Limited and Ord Minnett Limited acted as financial advisors and Matthew Reynolds, Dan Stumm and Ashley Zhang of Thomson Geer Lawyers acted as legal advisors to iCollege Limited. Fort Street Advisers Pty Limited acted as financial advisor and MinterEllison acted as legal advisor to RedHill Education Limited. Pilot Partners acted as an accountant and Advanced Share Registry Limited (ASX:ASW) acted as registrar to iCollege Limited.

iCollege Limited (ASX:ICT) completed the acquisition of RedHill Education Limited (ASX:RDH) from a group of sellers on October 11, 2021. During the offer period, iCollege Limited acquired 93.03% stake while remaining will be acquired through compulsory acquisition. iCollege Limited has commenced with compulsory acquisition on October 11, 2021.