Foundation Early Learning Limited made a non-binding proposal to acquire 77.85% stake in Think Childcare Group (ASX:TNK) from NKT Investments Pty Ltd and others for approximately AUD 160 million on November 23, 2020. Under the terms of the consideration Foundation will pay AUD 1.75 per stapled securities acquired. As of January 20, 2021, Foundation revised offer price for AUD 2.1 per security. The revised proposal contemplates two potential structure, (A): acquisition of all the issued stapled Securities in Think by way of a scheme of arrangement, for cash consideration of AUD 2.10 per Security; or (B): acquisition of all the Group's assets and businesses for a cash consideration, that is said to imply an offer price of AUD 2.10 per Security. As of December 24, 2020, Alceon revised purchase price to AUD 1.75 per security. As of April 1, 2021, a revised proposal is expected to be received from Foundation. As of April 6, 2021, Foundation Early has increased the offer price to AUD 3.2 per share. The offer price will be reduced by the amount of any dividend declared or paid by the Group after the date of the Further Revised Busy Bees proposal with the exception of the AUD 0.12 per stapled security dividend announced by Think Childcare to ASX on 24 February 2021. Think Childcare will be able to pay an additional fully franked dividend of up to AUD 0.34 (or such greater amount as may be agreed with Busy Bees) per stapled security. Busy Bees and Think Childcare will pay a termination fee of AUD 1.95 million respectively. As a part of the transaction, Foundation Early Learning Limited will also have a 77.85% of the issued capital of Think Childcare Development Limited, wholly owned subsidiary of TNK. In a related transaction, Busy Bees entered into an agreement to acquire the remaining 22.15% stake in Think Childcare Group (ASX:TNK) from Mathew Edwards and his controlled entities. The transaction is subject to termination of the process deed with Alceon, court approval, approval by FIRB, ACCC and other regulatory approvals, completion of an internal restructure involving the transfer of service approvals, completion of satisfactory due diligence, entry into a scheme implementation agreement on customary terms and conditions, including: (i) unanimous recommendation from the board of directors for Think Childcare securityholders to vote in favor of the scheme; (ii) typical deal protection and exclusivity arrangements (including a break fee, no talk, no shop, matching rights and notification provisions); and final approval of the Foundation Board which includes representatives of the Ontario Teachers' Pension Plan Board. Foundation will provide an update to Think Childcare as to whether it will require FIRB approval. Revised proposal is subject to completion of satisfactory due diligence, definitive agreement, and final approval from Busy Bees Board, which includes representatives of the Ontario Teachers’ Pension Plan Board and Temasek. Binding transaction will not be conditional on third party lender financing. Independent Board Committee recommends that Securityholders do not need to take any action at this time. As of April 6, 2021 the Independent Board Committee intends to unanimously recommend the Further Revised Busy Bees Proposal to Independent Securityholders, in the absence of a superior proposal and subject to an independent expert concluding, and continuing to conclude, that the Further Revised Busy Bees Proposal is in the best interests of Independent Securityholders. As of August 18, 2021, the Federal Court of Australia made orders directing Think Group to convene meetings of Think Group securityholders to consider and vote on the Scheme. TNK Scheme meeting will be held on September 29, 2021. The transaction is expected to close in early October 2021. Think Childcare has formulated an Independent Board Committee for assessment of the proposal by Foundation. Moelis Australia Advisory Pty Ltd acted as financial advisor and MinterEllison acted as legal advisor to Think Childcare. Rothschild & Co acted as financial advisor and DLA Piper Australia as legal advisor for Busy bees, parent of Foundation Early.