Vodafone Hutchison Australia Pty Limited signed an agreement to acquire TPG Telecom Limited (ASX:TPM) from Washington H. Soul Pattinson and Company Limited (ASX:SOL), David Teoh and others in a merger of equals transaction on August 30, 2018. Under the terms, each share of TPG will receive one share of Vodafone Hutchison Australia and each performance rights will vest. Vodafone Hutchison Australia will issue new shares for the acquisition. TPG Telecom and the Vodafone group have agreed to a 24 month escrow period in relation to their shareholding in the merged group, commencing from implementation of the scheme. TPG Chairman David Teoh has also agreed to a 24 month escrow period in relation to 80% of his interest in the merged group from implementation of the scheme. TPG and Vodafone Hutchison Australia entered into a scheme implementation deed under which the companies will establish a fully integrated telecommunications operator in Australia and TPG shareholders will own 49.9% and Vodafone Hutchison Australia shareholders will own 50.1% in the merged group. TPG shareholders will receive a special dividend in the range of AUD 0.49 to AUD 0.52 per share before the merger. TPG Telecom and Vodafone Hutchison Australia have signed a separate joint venture agreement. The scope of the joint venture is to acquire, hold and allocate 3.6 GHz spectrum. In a related transaction, TPG intends to undertake a separation of its Singapore mobile business to its existing shareholders by way of an in-specie distribution. The new merged group will be listed on the Australian Securities Exchange and renamed to TPG Telecom Limited on June 29, 2020. As of June 24, 2020, TPG Telecom shareholders voted in favour of a resolution to changes the company name from TPG Telecom Limited to TPG Corporation Limited. In case of termination, Vodafone Hutchison Australia or TPG will pay a termination fee of AUD 50 million.

David Teoh, current Chief Executive Officer and Chairman of TPG, will become the Chairman of the merged group. Iñaki Berroeta, current Chief Executive Officer of Vodafone Hutchison Australia, will be the Managing Director and Chief Executive Officer of the merged group. The Board of the merged group will comprise of the David Teoh, Iñaki Berroeta, existing TPG Directors Robert Millner and Shane Teoh, two nominees of Vodafone, two nominees of Hutchison Australia and two new independent Directors. The transaction is subject to approvals from the shareholders of TPG, completion of the Vodafone Hutchison Australia restructuring and merged group refinancing, approval for listing of Vodafone Hutchison Australia on Australian Securities Exchange, approval from the Federal Court of Australia and regulatory approvals including approvals from Australian Competition and Consumer Commission and Foreign Investment Review Board. The Directors of TPG unanimously recommended the shareholders of TPG to vote in favor of the scheme. The independent experts are of the view that the scheme is in the best interests of TPG shareholders. Australian Competition and Consumer Commission opposed the transaction on May 8, 2019. Vodafone and TPG have agreed to extend the term of the scheme documents to August 31, 2020 to allow sufficient time for the Federal Court process to conclude and for the merger process to be completed.

On May 24, 2019, the proceedings were lodged with the Federal Court of Australia seeking orders that the proposed merger will not have the effect, or likely effect, of substantially lessening competition. The Federal Court hearing is scheduled to commence on September 10, 2019 and complete within three weeks. On February 13, 2020, the Federal Court of Australia decided to allow the proposed merger to proceed. As of March 5, 2020, ACCC will not appeal the federal court approval as it would not substantially lessen competition. As of March 26, 2020, transaction was approved by Committee on Foreign Investment in the United States (CFIUS) and the required consent from the United States Federal Communications Commission. As of May 7, 2020, Foreign Investment Review Board (FIRB) approved the transaction. The merger is expected to be completed in mid-2020. The transaction is expected to be closed by July 2020. As of May 7, 2020, transaction is expected to be closed in mid-2020. As of May 19, 2020, the transaction is expected to close on June 29, 2020. As of June 12, 2020, the scheme meeting and extraordinary general meeting will take place on June 24, 2020. As of June 24, 2020, TPG shareholders have voted in favour of the internet service provider's merger with Vodafone Australia and approved the merger. The deal is conditional on final approval of the Scheme by the Supreme Court of New South Wales at the Second Court Hearing, which is scheduled for June 26, 2020. TPG shares will then be suspended from trading on ASX from the close of trading on June 19, 2020. As of June 26, 2020 Supreme Court of New South Wales approved the acquisition. Trading will commence on a conditional and deferred settlement basis until the Implementation of the Scheme, expected to occur on July 13, 2020.

Darren Keogh of Macquarie Capital (Australia) Limited as financial advisor and Rebecca Maslen-Stannage, Malika Chandrasegaran, Philip Hart, Daniel Chun, Danielle Eliatamby, Alison Wong, Liza Carver and Bruce Ramsay of Herbert Smith Freehills acted as legal advisors for TPG. Gautam Chari of Merrill Lynch Markets (Australia) Pty Limited acted as financial advisors for Vodafone Hutchison Australia Limited and charged fee of AUD 10.02 million. James Roth of Deutsche Bank Aktiengesellschaft acted as financial advisors and charged fee of AUD 8.3 million while John Elliott, Martyn Taylor, Jeremy Wickens, Raymond Lou and Andrew Willeke of Norton Rose Fulbright Australia acted as legal advisors for Vodafone Hutchison Australia and charged fee of AUD 2.9 million. Computershare Investor Services Pty Ltd acted as registrar for TPG. Fiona Crosbie, Robert Walker, Anita Thompson, Chris Prestwich and Natalie Oliver of Allens acted as legal advisors to Vodafone Hutchison Australia Pty Limited. Lonergan Edwards & Associates Limited acted as independent expert to TPG Telecom Limited. KPMG Transaction Services (Australia) Pty Limited acted as accountant to TPG Telecom Limited.

Vodafone Hutchison Australia Limited completed the acquisition of TPG Telecom Limited (ASX:TPM) from Washington H. Soul Pattinson and Company Limited (ASX:SOL), David Teoh and others in a merger of equals transaction on June 29, 2020. Following this, TPG Telecom was renamed TPG Corporation Limited and Vodafone Hutchison was renamed TPG Telecom Limited (ASX:TPG). TPG Telecom Limited will now operate as a wholly owned subsidiary. Canning Fok, Executive Director and Group Co-Managing Director of CK Hutchison Holdings Limited along with Pierre Klotz, Diego Massidda, Robert Millner, Helen Nugent AO, Frank Sixt, Arlene Tansey and Shane Teoh is proposed to be appointed as Non-Executive Directors. TPG Telecom shares will be suspended from trading on the ASX at the end of trade today. The merger will be implemented on July 13, 2020. PricewaterhouseCoopers Australia acted as auditor for Vodafone Hutchison Australia Limited. As of July 13, 2020, scheme of arrangement has been implemented. Barry Roberts-Thomson has resigned as Director of TPG Telecom. Denis Ledbury and Joseph Pang have resigned as Directors of TPM. TPG Telecom will commence trading on the ASX on an ordinary settlement basis from 14 July, 2020.