VRG Bidco Pty Limited made a proposal to acquire Village Roadshow Limited (ASX:VRL) from John Kirby, Robert Kirby, Graham Burke, Aimia Inc. (TSX:AIM) and others for approximately AUD 780 million on January 24, 2020. BGH Capital will offer AUD 4 per share. As on May 18, 2020, Village Roadshow received a revised, non-binding proposal from BGH to acquire all shares of Village Roadshow representing total value of approximately AUD 470 million at an offer price of up to AUD 2.4 per share. The revised offer price consists of base price of AUD 2.2 per share, additional offer price of AUD 0.12 per share in the event that Warners Bros. Movie World and Sea World have re-opened and additional offer price of AUD 0.08 per share in the event that a majority of the Cinemas business locations have re-opened to the public 3 business days prior to the shareholders meeting of Village Roadshow.

VRG Bidco Pty Limited entered into an implementation agreement to acquire Village Roadshow Limited from John Kirby, Robert Kirby, Graham Burke and others for approximately AUD 480 million on August 6, 2020. As on August 6, 2020, the offer price is increased from AUD 2.4 per share to AUD 2.45 per share. The revised offer price consist of base price AUD 2.2 per share, additional offer price of AUD 0.12 per share in the event that the Warner Bros, additional offer price of AUD 0.08 per share in the event that a majority of the Cinemas business locations are open to the public and additional offer price of AUD 0.05 per share in the event that there are no border control measures imposed by the Queensland Government. As of November 22, 2020, VRG Bidco Pty to acquire Village Roadshow Limited from John Kirby, Robert Kirby, Graham Burke and others for approximately AUD 590 million. BGH has indicated it is willing to offer all cash consideration or a combination of cash and unlisted shares (subject to caps and scale back provisions) in a newly incorporated holding company. As on November 22, 2020, the offer price is increased from AUD 2.45 per share to AUD 3 per share. Under the terms of the implementation agreement, if a film deferral event continues to subsist the cinema uplift of AUD 0.08 is not payable. The transaction, if approved, would result in Directors, including Robert Kirby and John Kirby, retaining a stake in the new unlisted BGH company controlling Village. A break fee of AUD 4.29 million is payable if the exclusivity is breached by BGH. John Kirby, Robert Kirby and Graham Burke together control about 42% of Village Roadshow Limited. Clark Kirby will remain as Chief Executive Officer with Robert Kirby as Executive Chairman in privatized business.

Village Roadshow Limited announced that it has extended by two weeks the exclusivity period for its discussions with BGH Capital. The transaction process deed with BGH has been amended, with the initial four week period being extended by two weeks to June 30, 2020 with a further two week extension if the parties continue to actively pursue the potential transaction. As on July 14, 2020, the exclusivity period for BGH was extended by two weeks to July 28, 2020. As on July 28, 2020, the exclusivity was further extended to August 4, 2020. As on August 5, 2020, the exclusivity period for its discussions with BGH Capital Pty Ltd has further extended to August 6, 2020. The suspension of trading on the exchange will be on December 7, 2020.

The proposal is subject to a number of conditions, including completion of due diligence, arrangement of financing, FIRB approval, approval by Australian Securities and Investments Commission, approval by the shareholders of Village Roadshow and recommendation by the Village Roadshow's Board. The proposal is also conditional on Village Roadshow and BGH establishing a set of protocols in relation to information sharing and confidentiality. Federal Court of Australia hearing is scheduled on October 9, 2020 to consider the transaction. The meeting of the shareholder of Village Roadshow is scheduled on November 26, 2020 to approve the transaction. As of January 24, 2020, the shareholders of Village Roadshow are advised to take no action in respect to the proposal. The shareholders of Village Roadshow Limited do not need to take any action in relation to the BGH revised proposal at this stage. The independent committee of the Board of Directors of Village Roadshow has now commenced its assessment of the BGH Proposal. As of November 23, 2020, scheme meeting has been postponed to December 7, 2020. The Board of Directors of Village Roadshow unanimously recommended the proposal. As of November 9, 2020, the independent Board committee along with independent expert recommended its shareholders to vote in favor of transaction. As of November 23, 2020, Spheria Asset Management backs the revised offer of AUD 3 per share. As of December 7, 2020, The transaction has been approved by shareholders of Village Roadshow Limited. As of December 15, 2020, Federal Court of Australia approved Structure A scheme. A copy of the Court's orders will be lodged with the Australian Securities and Investments Commission on December 16, 2020, at which time the Structure A Scheme will become legally effective. If this occurs, VRL shares will be suspended effective from close of trading on ASX on December 16, 2020. The transaction is expected to close on December 29, 2020. UBS Group AG (SWX:UBSG) and Stratford Advisory Group acted as financial advisors and MinterEllison acted as the legal advisor to Village Roadshow. The Goldman Sachs Group, Inc. and J.P. Morgan Australia Pty Limited acted as financial advisors to BGH Capital. Baden Furphy of Herbert Smith Freehills acted as legal advisor to BGH Capital. VRG Bidco Pty Limited completed the acquisition of unknown stake in Village Roadshow from Aimia Inc. on December 29, 2020.

VRG Bidco Pty Limited completed the acquisition of Village Roadshow Limited (ASX:VRL) from John Kirby, Robert Kirby, Graham Burke, Aimia Inc. (TSX:AIM) and others on December 30, 2020. As of December 30, 2020, Village Roadshow Limited will be removed from the Official List of ASX Limited at the close of trading.