ARA Asset Management Limited made a bid to acquire an additional 22.02% minority stake in Cromwell Property Group (ASX:CMW) from SingHaiyi Group Ltd. (SGX:5H0) and others for approximately AUD 510 million on June 23, 2020. ARA Asset Management Limited will pay AUD 0.88125 per stapled security and it will be reduced by any dividends or distributions declared, determined or paid after June 23, 2020. On August 7, 2020, ARA announced that the final offer price will be increased to AUD 0.92 per Cromwell Security upon the proportional offer opening. As on September 29, 2020, On September 18, 2020, Cromwell announced a cash distribution of AUD 0.01875 per Cromwell's security. Accordingly, the offer price paid to any Cromwell's security holder who accepts the proportional offer will be reduced by the amount of the September distribution to AUD 0.90125 cash per Cromwell's security. Hence, the deal value has been revised to AUD 518.5 million now.

Currently ARA Asset Management Limited through its direct and indirect holdings, owns 24.07% in Cromwell Property Group and will own approximately 46% post completion of the offer. ARA Asset will fund the transaction through its commitments from an affiliate of Warburg Pincus. ARA intends to seek the election of Gary Weiss and Joseph Gersh to the Cromwell Board.

The offer's conditionality will be limited to an index fall condition and a no prescribed occurrences condition. Cromwell security holders are advised to take no action. Cromwell's Board currently intends to recommend that Cromwell's security holders reject the proportional offer once made. Security holders are advised to take no action in relation to the proportional offer or any document received from ARA or its associates until they receive the Target's Statement and the formal recommendation from Cromwell Directors. As of June 26, 2020, the Board of Cromwell rejected the deal. As reported on August 17, 2020, Cromwell security holders should ignore all proportional takeover documents from ARA and take no action until they receive Cromwell's response. As on August 24, 2020, ARA Asset Management Limited declared its offer unconditional. The offer will open on August 21, 2020 and will close on September 21, 2020. As on August 27, 2020, Cromwell's Board rejected the offer due to inadequate offer price. Additionally, Cromwell's Board has unanimously recommended that its security holders vote against the election of ARA's conflicted nominees and do not believe that the appointment of ARA nominees Gary Weiss or Joseph Gersh would be in the best interests of all Cromwell security holders. On September 21, 2020, SingHaiyi Group accepted the offer to dispose 17.45 units, representing 0.67% stake for AUD 16.1 million. Following the completion the SingHaiyi will own 1.6% stake in Cromwell. As on September 17, 2020, the offer period was extended to October 9, 2020. As of October 9, 2020, offer period has been extended to November 2, 2020. As of November 2, 2020, the offer period has been extended to November 30, 2020. Sale proceeds will be used to repay the bank loans by SingHaiyi Group. As on November 26, 2020, ARA Asset Management Limited declared that in the absence of a competing proposal, the Proportional Offer to acquire 29% of your Cromwell Securities not owned by ARA Group at AUD 0.90 per Cromwell Security will not be extended beyond the current expiry date of November 30, 2020.

Goldman Sachs Australia Pty Ltd and UBS AG, Australia Branch acted as financial advisors while MinterEllison and Corrs Chambers Westgarth acted as legal advisors for Cromwell. Moelis Australia Advisory Pty Ltd and Credit Suisse (Australia) Limited acted as financial advisors while Arnold Bloch Leibler acted as legal advisor for ARA Asset Management Limited. Link Market Services Limited acted as registrar to Cromwell Property Group.

ARA Asset Management Limited completed the acquisition of additional 22.02% minority stake in Cromwell Property Group (ASX:CMW) from SingHaiyi Group Ltd. (SGX:5H0) and others on November 30, 2020. Moelis Australia Securities Pty Ltd. acted as financial advisor to ARA Asset Management Limited.