Funds managed by Macquarie Infrastructure and Real Assets (MIRA) and Aware Super Pty Ltd made a non-binding, indicative proposal to acquire Vocus Group Limited (ASX:VOC) for AUD 3.4 billion on February 8, 2021. Funds managed by Macquarie Infrastructure and Real Assets and Aware Super Pty Ltd entered a Scheme Implementation Deed to acquire Vocus Group Limited on March 8, 2021. Under the terms of transaction, Macquarie Infrastructure and Real Assets will acquire shares of Vocus Group Limited at AUD 5.5 each. The transaction will be implemented by way of a scheme of arrangement. Vocus Group Limited will pay a break fee of AUD 35 million to buyers in case of termination of deed by Vocus. The Scheme Consideration implying an EV/EBITDA multiple of 12x for the 12 months ending December 31, 2020. From the implementation date, all directors on the Vocus Board or the board of another member of the Vocus Group (other than any directors nominated by the bidder or the new directors of Vocus appointed pursuant to clause 5.4(a)) resign from the Vocus Board or such other board (as applicable). Morgan Stanley, Deutsche Bank and Natixis as bookrunners in the U.S. debt market. Korea Investment and NH Investment were the only Korean names to join the debt financing team of top-tier global banks. AUD 1.86 billion will be funded through debt raising, of which the Korean brokerage consortium will bankroll AUD 350 million and then sell down the debt to major institutional investors in Korea. The proposal is subject to a number of conditions including satisfactory completion of due diligence by MIRA; MIRA securing debt financing; unanimous recommendation by the Vocus Board and entry into a mutually acceptable scheme implementation agreement. Any scheme implementation agreement would also be subject to a number of conditions, including Vocus shareholder, agreement, court and customary regulatory approvals, including Australian Foreign Investment Review Board and New Zealand Overseas Investment Office. Transaction is also subject to no Vocus material adverse change, no prescribed occurrences and the independent expert concluding that the Scheme is in the best interests of Vocus shareholders. Vocus Board unanimously recommends Vocus shareholders vote in favor of the Scheme in the absence of a Superior Offer and subject to an Independent Expert concluding that the Scheme is in the best interests of Vocus shareholders. First court hearing is expected to be held on May 6, 2021 and second court date will be on June 21, 2021. Scheme meeting is expected to be on June 22, 2021. Effective date of scheme is June 22, 2021 and scheme implementation is expected to be completed on July 13, 2021. As of May 18, 2021, The Supreme Court of New South Wales made orders that Vocus convene a meeting of Vocus shareholders to consider and vote on the proposed Scheme ("Scheme Meeting"); and approving the dispatch of an explanatory statement providing information about the Scheme and notice of the Scheme Meeting ("Scheme Booklet"). As of May 18, 2021, The Scheme Booklet has also today been registered with the Australian Securities and Investments Commission. On June 21, 2021, Vocus Group received all regulatory approvals have been obtained, including Voyage receiving written notice from the Foreign Investment Review Board that the Commonwealth has no objection to the Scheme. On June 22, 2021, transaction is approved by the shareholders of Vocus Group Limited. As on June 22, 2021, transaction is subject to court approval. As of June 24, 2021, court has approved the transaction. The Scheme implementation date, is expected to be July 22, 2021. Credit Suisse AG is acting as financial advisor and Allens is acting as legal advisor to Vocus Group Limited. Morgan Stanley Services Pty Limited acted as financial advisor and Costas Condoleon, Kevin Ko, Wes Bainbridge, Andrea Bennett, John Schembri, Adela Smith, Michael Caplan, Lesley Sutton, Tim Kennedy, Nicola Jackson, Maria Eger and Melissa Ramsay of Gilbert and Tobin acted as legal advisors to Macquarie Infrastructure and Real Assets. Charles Bogle and David Holland of Hogan Lovells Sydney acted as legal advisors to Aware Super Pty Ltd. Michele Picciotta and Christophe Bergeron of Deloitte Corporate Finance Pty Limited acting as a fairness opinion provider to Vocus Group Limited for the transaction. Funds managed by Macquarie Infrastructure and Real Assets (MIRA) and Aware Super Pty Ltd completed the acquisition of Vocus Group Limited (ASX:VOC) on June 25, 2021. As on July 1, 2021, New Zealand Overseas Investment Office has also approved the deal. The scheme is now legally effective and shareholders will receive the cash consideration of AUD 5.50 per share on July 22, 2021.