Macquarie Agriculture Fund – Crop Australia 2, managed by Macquarie Agricultural Funds Management Limited made an offer to acquire Vitalharvest Freehold Trust (ASX:VTH) from Investors Mutual Limited, Primewest Management Ltd. and others for approximately AUD 190 million on November 9, 2020. Macquarie Agriculture Fund – Crop Australia 2, managed by Macquarie Agricultural Funds Management Limited entered into a scheme implementation deed to acquire Vitalharvest Freehold Trust on November 17, 2020. Under the terms of consideration, Macquarie Infrastructure and Real Assets will acquire all of the issued securities in Vitalharvest for cash consideration of AUD 1 per unit, by way of a Trust Scheme. If the scheme is not be approved by the requisite majority of unit holders, MIRA will acquire all of the assets of Vitalharvest for a cash consideration of AUD 300 million. As on February 1, 2021, the scheme offer per unit was increased to AUD 1.025. An additional AUD 0.025 was to be paid by Macquarie Agriculture Fund in lieu of the half year distribution to all unitholders. As of March 11, 2021, the scheme offer per unit was increased to AUD 1.08. As on April 6, 2021, the scheme offer per unit was increased to AUD 1.12. As of April 14, 2021, the scheme offer per unit was increased to AUD 1.16 per share and, in the asset sale alternative, increased from AUD 322.2 million to AUD 329.6 million. As of April 26, 2021, the scheme offer per unit was increased to AUD 1.24. On April 30, 2021, the scheme offer per unit was increased to AUD 1.26, bringing the total consideration to AUD 233 million. On May 10, 2021, Macquarie Agricultural Funds Management Limited increased bid price to AUD 1.28 per share and bringing the total consideration to AUD 240 million. Macquarie further revised proposal also permits payment of AUD 0.025 VTH interim distribution from rent received to December 31, 2020 and proposes certain revisions to the scheme implementation deed which Macquarie has indicated it considers are consistent with the terms of the Modified Roc Offer. The all-cash transaction is fully funded from an equity commitment letter pursuant to which Macquarie Agriculture Fund has undertaken to provide MAFML2 with sufficient funds to enable the Scheme Costs or Asset Sale Costs. As of May 3, 2021, Vitalharvest has accepted the offer of AUD 1.26. and has ceased engagement with Roc. On June 1, 2021, Macquarie Agricultural increased bid price to AUD 1.295 per share, bringing the total consideration to AUD 240 million. The Transaction structure allows two alternative outcomes for unit holders, if approved by the requisite majority of 75% of votes cast, the scheme will enable unit holders to realize certain cash value of AUD 1 per unit for their investment; or should the scheme not proceed, the asset purchase provides unit holders with the opportunity to approve the sale of Vitalharvest’s assets at a material premium to their book value, with net proceeds available to the Responsible Entity to distribute to unit holders and/or redeploy into any compelling acquisition opportunities proposed by the manager. The asset purchase requires approval by more than 50% of votes cast. The transaction is conditional on Vitalharvest not conducting any capital raising or assets sales or acquisitions. The deal is subject to court approval, Third party consent. The scheme and the asset purchase are not subject to due diligence and have received FIRB approval. VTH RE Board of Directors unanimously recommends that, in the absence of a superior proposal, VTH unitholders vote in favor of: the Trust Scheme, subject to the Independent Expert concluding (and continuing to conclude) that the Trust Scheme is fair and reasonable to, and in the best interests of VTH unitholders. As of May 4, 2021, the meeting of VTH Unitholders, which was postponed from April 16, 2021, will now be held on May 12, 2021. As of May 18, 2021, meeting of unitholders of Vitalharvest Freehold Trust will take place on June 10, 2021. As of June 28, 2021,unitholders of Vitalharvest Freehold Trust approved the deal. Primewest supports the scheme. In consideration for novating the management agreement for VTH to MAFML, Primewest will receive a fee of AUD 8 million following the conditions being satisfied. Primewest provided a call option to Macquarie over its 19.9% interest in Vitalharvest at an exercise price of AUD 1 per unit. The call option can only be exercised where a competing proposal to acquire more than 20% of the units in Vitalharvest, or otherwise acquire or merge with VTH, has been publicly announced within 7 months from the date the call option was granted. Vitalharvest Freehold expect that the explanatory memorandum will be distributed in early 2021. Scheme is expected to become effective on March 8, 2021. The deal is expected to be completed by May 25, 2021. As of May 18, 2021, scheme will be implemented on June 24, 2021. The Proposal remains subject to receipt of the Second Judicial Advice. VTH RE will apply to the NSW Supreme Court for the Second Judicial Advice in respect of the Scheme at a hearing scheduled to take place on Thursday 1 July 2021. VTH RE received Second Judicial Advice in respect of the Scheme and the Supreme Court of New South Wales made orders granting the Second Judicial Advice, that VTH RE would be justified in giving effect to and implementing the proposed acquisition by Macquarie Agricultural Funds Management No. 2 Pty Limited as trustee of M2 Acquisition Trust of all of the fully paid units in VTH (Scheme). It is expected that VTH units will be suspended from trading on ASX from close of trading, July 1, 2021. The Scheme is now legally effective and is expected to be implemented on 12 July 2021. Macquarie Group Limited acted as financial advisor to Macquarie Agricultural Funds Management Limited. Henrik Moritz of King & Wood Mallesons acted as legal advisor for Macquarie Agricultural Funds Management Limited. Rebecca Maslen-Stannage of Herbert Smith Freehills acted as legal advisor for Vitalharvest Freehold Trust. Moelis Australia Securities Pty Ltd. acted as financial advisor to Primewest Management Ltd. Grant Thornton Corporate Finance Pty Ltd acted as Independent Expert for Vitalharvest. Macquarie Agriculture Fund – Crop Australia 2, managed by Macquarie Agricultural Funds Management Limited completed the acquisition of Vitalharvest Freehold Trust (ASX:VTH) from Primewest Management Ltd., Investors Mutual Limited and others on July 12, 2021. Macquarie paid the consideration to the unitholders of Vitalharvest on July 12, 2021. VTH RE intends to apply shortly for removal of Vitalharvest from the official list of the ASX.