Thales Australia Holdings Pty Ltd entered into a binding Scheme Implementation Deed (SID) to acquire Tesserent Limited (ASX:TNT) for approximately AUD 180 million on June 11, 2023. Under the SID, it is proposed Thales Australia will acquire 100% of the share capital in Tesserent by way of a court approved scheme of arrangement for AUD 0.13 per share in cash. The cash consideration of AUD 0.13 per share values Tesserent?s equity at AUD 176 million. The transaction is fully funded by Thales? own internal resources and cash reserves. The SID also provides for a separate and concurrent scheme of arrangement between Tesserent and its option and warrant holders under which each holder will receive cash for each instrument held in accordance with an agreed valuation methodology. A break fee and a reverse break fee of AUD 1.8 million will be payable to either Thales or Tesserent in certain circumstances. Post-acquisition, the Tesserent business will continue to be known as Tesserent, and its visual identity will incorporate the ?Cyber Solutions by Thales? tagline. It will become the lead Cybersecurity offering of Thales Australia and New Zealand.

The Share Scheme is subject to regulatory approvals including Australian Foreign Investment Review Board and New Zealand OIO approval, ASIC and ASX approval, court approval, No ?Target Material Adverse Change?, "Target Regulated Event" or ?Target Prescribed Occurrences, Tesserent retaining at least 85% of its key management during the period leading up to Court approval of the Scheme, approval by the shareholders of Tesserent and other customary conditions. The Share Scheme is not subject to financing or due diligence. Tesserent shareholders will have the opportunity to vote on the Share Scheme at a meeting of Tesserent shareholders expected to be held in September 2023. Tesserent?s Board unanimously recommends that Tesserent shareholders vote in favour of the Share Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Share Scheme is in the best interests of Tesserent shareholders. Each Tesserent Director intends to vote the Tesserent shares held or controlled by them in favour of the proposed Share Scheme (representing collectively 8.98% of the total Tesserent shares on issue). As September 18, 2023, Tesserent shareholders voted in favour of the scheme of arrangement. The Scheme is expected to be implemented in October 2023. As of September 22, 2023 Share Scheme relating to FIRB approval, as set out in of the SID has been satisfied. Deloitte is acting as financial advisor and MinterEllison is acting as legal advisor to Tesserent. Azure Capital is acting as financial advisor and Tony Damian, Amelia Morgan of Herbert Smith Freehills is acting as legal advisor to Thales.

Thales Australia Holdings Pty Ltd completed the acquisition of Tesserent Limited (ASX:TNT) on September 25, 2023. As previously announced, trading in Tesserent shares were suspended from close of trading on 25 September 2023. As of October 5, 2023, Tesserent has applied for its removal from quotation on the official list of ASX with effect on and from close of trading, being October 6, 2023. As of October 6, 2023, Tesserent Limited will be removed from the Official List of ASX following implementation of the scheme of arrangement.