Voyage Digital (NZ) Limited entered into a definitive agreement to acquire Two Degrees Mobile Limited from Trilogy International Partners Inc. (TSX:TRL) and Tesbrit B.V. for NZD 1.3 billion on December 31, 2021. The consideration is paid, on a cash free debt free basis, including employee options that will convert into shares in connection with the sale, subject to potential adjustments at closing for specific costs or payments by Two degrees between signing and closing. The implied enterprise value of two degrees equates to NZD 1.70 Billion (including lease liabilities). Trilogy International Partners Inc., currently holds 302,088,891 fully paid ordinary shares representing 73.17% stake and Tesbrit B.V. holds 110,197,286 fully paid ordinary shares representing in Two Degrees Mobile Limited. Voyage Digital (NZ) Limited is a joint venture between Macquarie Asset Management and Aware Super as owners of Vocus Group Limited. Voyage Digital (NZ) Limited has secured NZD 1.35 billion of First Lien Term Loan Facility and NZD 100 million of Revolving Credit Facility (collectively, the "Facilities") being arranged by Morgan Stanley Senior Funding, Inc., Natixis, Hong Kong Branch, UBS AG, Australia Branch and UBS Securities LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG, Sydney Branch and Deutsche Bank Securities Inc., and ING Bank N.V., Singapore Branch (collectively, the “Lead Arrangers”), which will be used to purchase shares in Two Degrees Group. Trilogy International Partners will pay a break fee of NZD 15 million to Voyage Digital (NZ) Limited in case of termination. Consideration represents an EV/EBITDA multiple of 8.9x based on last twelve months of New Zealand Segment Adjusted EBITDA at September 30, 2021.

Mark Callander will be CEO of a combined 2degrees and Orcon Group business if the proposed merger between the two businesses gets regulatory and other approvals. The merged company would be known as 2degrees. The transaction is subject to required regulatory approvals, receipt of certain third party consents and the approval of Trilogy's shareholders at special meeting of common shareholders expected to be held in Q1 2022. SG Enterprises, II LLC, Brad Horwitz and Alignvest Management Corporation and certain of its affiliates, have entered into support agreements agreeing to vote their Trilogy common shares in favor of the transaction. Transaction is also subject to clearances from New Zealand Commerce Commission and other conditions including the Overseas Investment Office and Director-General of the Government Communications Security Bureau. The board of directors of Trilogy has unanimously approved the transaction. As of January 10, 2022, the transaction is submitted to New Zealand Commerce Commission for approval. The transaction is expected to close in first half of 2022. As on March 14, 2022, the transaction has been approved by The Commerce Commission. As on March 15, 2022, the transaction has been approved by shareholders of Trilogy International Partners Inc. As of April 28, 2022, the transaction has been approved by New Zealand Overseas Investment Office. The transaction is expected to close in second quarter of 2022. The transaction is expected to close by end of May 2022. Trilogy and Two Degrees are being advised by Montarne Partners and Macquarie Asset Management, Aware Super and Vocus Group Limited, parent of Voyage Digital are being advised by UBS. Grant Samuel and Associates Limited acted as fairness opinion provider for Trilogy's board. Simon Vannini of Simpson & Grierson acted as legal advisor to Voyage Digital (NZ) Limited.

Voyage Digital (NZ) Limited completed the acquisition of Two Degrees Mobile Limited from Trilogy International Partners Inc. (TSX:TRL) and Tesbrit B.V. on May 19, 2022.