Yorkshire Purchasing Organisation entered into a sale and purchase agreement to acquire Findel Education Limited from Studio Retail Group plc (LSE:STU) for £50 million on December 16, 2019. The transaction consideration will be paid on a debt free and cash free basis. The consideration is subject to customary adjustments on completion. Findel Education reported a revenue of £82.1 million, adjusted EBITDA of £4.9 million and adjusted operating profit of £2.1 million in the year ending on March 29, 2019. The transaction is subject to approval of the shareholders of Studio Retail, obtaining clearance from the UK Competition and Markets Authority and certain other conditions which are customary for a transaction of this nature. As of December 17, 2019, Studio Retail received an irrevocable undertaking from approximately 54.9% shareholders to vote in favor of transaction. The shareholder meeting is schedule to take place in January 2020. On January 15, 2020, In general meeting an ordinary resolution to approve the proposed disposal of Findel Education Limited was passed and approved by the shareholders. Completion of the Disposal is conditional on, amongst other matters, obtaining clearance for the Disposal from the UK Competition and Markets Authority. As on March 31, 2020, UK Competition and Markets Authority has decided to investigate this transaction and is inviting comments. As of April 24, 2020, Competition and Markets Authority (CMA) has launched an initial investigation on the transaction and it will decide by June 19, 2020, whether to allow the deal or proceed with an in-depth review. As on June 19, 2020, Competition and Markets Authority proceed with an in-depth review unless the Yorkshire Purchasing Organisation and Findel Education Limited give acceptable undertakings within 5 working days to address the Competition and Markets Authority concerns. As on June 26, 2020, the Parties informed the CMA that they would not be offering any undertakings. The CMA has therefore decided to refer this merger for a phase 2 investigation. As of October 16, 2020, CMA announced in a provisional findings, that during an in-depth investigation which is referred as “Phase 2” - has concluded that both companies compete closely, and any merger would reduce competition resulting in increased prices or reductions in service levels, quality and the range of products offered by the merged company. CMA may block the acquisition unless steps are taken to allay competition worries. The transaction is expected to complete in 2020. As of April 24, 2020, the transaction is expected to be completed in August 2020. As of July 27, 2020, the statutory deadline to complete the transaction is December 14, 2020. The proceeds of the transaction will be used to make a contribution of £13 million from the net cash to the pension scheme and making a prepayment of certain amounts outstanding under the Group's Revolving Credit Facility. It is expected that the disposal will have a dilutive effect on the earnings per share in the first full year following completion. Mark Taylor, Peter Steeland Alex Bond of Nplus1 Singer Advisory LLP and Francis North, Matthew Blawat and William Brinkley of Stifel Nicolaus Europe Limited acted as financial advisors to Studio Retail Group. John Hamer of Walker Morris LLP acted as legal advisor to Yorkshire Purchasing Organisation. Yorkshire Purchasing Organisation cancelled the acquisition of Findel Education Limited from Studio Retail Group plc (LSE:STU) on November 2, 2020. Yorkshire Purchasing Organisation has abandoned its proposed deal with Findel Education. The parties do not believe that there is a reasonable prospect of the transaction being cleared despite the dynamism and highly competitive nature of the market, and the benefits arising from the proposed transaction for schools and nurseries. CMA will therefore be cancelling its investigation regarding the transaction.