Bennamon Pty Ltd. made an offer to acquire the remaining 97.3% stake in The Reject Shop Limited (ASX:TRS) for AUD 75.9 million on November 21, 2018. As per the terms, Bennamon will acquire 28.1 million shares at AUD 2.7 per share in cash. In addition, if all unvested performance rights are exercised into Reject Shop shares, and the holders of Reject Shop shares accept the offer in respect of all of the shares issued to them, an additional AUD 1.89 will be payable by Bennamon under the offer. The consideration has been funded by borrowings and equity subscriptions from entities within Bennamon Group. Bennamon Pty Ltd. will replace some or all of the TRS Board with its nominee. The identity of such directors and nominees has not yet been decided. The employment contract of Ross Sudano, Managing Director and Chief Executive Officer of The Reject Shop, provides that Ross Sudano is terminated by, or resigns from, The Reject Shop as a result of a change in ownership or control, all Performance Rights held by Ross Sudano will vest and he will be entitled to certain payments as compensation. The nominees who are likely to be considered by Bennamon for appointment to the The Reject Shop Limited Baord are the Bennamon directors, being Raphael Geminder, Nicholas Perkins, Zachary Midalia and Joel Cohen or alternatively to one or more of them a suitable external director who may be identified and recruited as the transaction progresses. No regulatory approvals are required. Offer Period can be extended in accordance with the corporations act. Bennamon may withdraw the offer in respect of any offers that are unaccepted at any time with the written consent of ASIC and subject to the conditions (if any) specified in such consent, where a prescribed occurrence occurs, if at the time of the prescribed occurrence bidder's voting power in Reject Shop is at or below 50% or upon the occurrence of an insolvency event in relation to Reject Shop. Bennamon intends to proceed with compulsory acquisition of the outstanding Reject Shop shares in accordance with the provisions of chapter 6A of the Corporations Act. As of November 21, 2018, the Board of Reject Shop recommended shareholders to take no action. As of December 3, 2018, Board of Directors of The Reject Shop Limited recommended its shareholders to reject the offer due to inadequate price. As of February 20, 2019, Board of Directors of The Reject Shop Limited continues to unanimously recommended its shareholders to reject the offer due to inadequate price. The offer period will commence on December 6, 2018 and end on January 7, 2019. As of December 20, 2018, the offer period has been extended to January 22, 2019. As of January 14, 2019, the offer period has been extended to February 6, 2019. As of January 29, 2019, the offer period has been extended till March 5, 2019. The Reject Shop has engaged Macquarie Securities (Australia) Ltd. as its financial advisor and Lander & Rogers as its legal advisor in relation to the offer. Neil Pathak and Alon Takac of Gilbert + Tobin acted as legal advisors and Flagstaff Partners Pty Ltd acted as financial advisor for Bennamon Pty Ltd. in the transaction. Computershare Investor Services Pty Limited acted as share registrar to Bennamon Pty Ltd. Bennamon has appointed Bell Potter of Bell Potter Securities Limited as broker in the transaction. Rodd Levy, Baden Furphy, Kam Jamshidi, Robert Prosser and Sama Rahman of Herbert Smith Freehills acted as legal advisors to The Reject Shop Limited.