Washington H. Soul Pattinson and Company Limited (ASX:SOL) entered into a scheme implementation agreement to acquire Milton Corporation Limited (ASX:MLT) for AUD 3.8 billion on June 22, 2021. Under the scheme, Milton Shareholders will be issued new Washington H. Soul Pattinson and Company Limited (WHSP) shares in exchange for their Milton shares. The number of new WHSP shares to be issued to each Milton Corporation Limited shareholder will be calculated by reference to Milton Corporation Limited pre-tax NTA backing per share adjusted for Milton's final and special dividend plus a 10% premium, and WHSP one-month VWAP. Milton shareholders will receive a total consideration of AUD 6 per share in WHSP. As on September 3, 2021, the exchange ratio for proposed merger has been set at 0.1863. The exchange ratio implies a total value of AUD 7.18 per Milton share. Following the completion, Milton will be delisted from ASX. It is intended that the composition of WHSP'S Board will remain unchanged if the scheme is implemented and Milton Board will be reconstituted by Directors nominated by WHSP. WHSP has nominated Robert Dobson Millner, Todd Barlow and David Grbin to be the members of the reconstituted Milton Board. The combined group will be led by WHSP's current senior executive team consisting of the Managing Director and Chief Executive Officer, Chief Financial Officer and Group Executive Legal and Governance.

The Directors of Milton established a committee of independent Directors consisting of all Milton Directors including Graeme Crampton, Brendan O'Dea, Kevin Eley, Justine Jarvinen and Ian Pollard, except Robert Millner. to evaluate the terms of the proposed scheme. The scheme is subject to approval from shareholders of Milton, court approval, ASIC approval and other regulatory approvals, new WHSP shares to be issued pursuant to the scheme are approved for official quotation by ASX, independent expert issuing a report which concludes that the scheme is in best interests of scheme participants and others. Each of the Independent Milton Directors considers the Scheme to be in the best interests of Milton shareholders and unanimously recommends that Milton shareholders vote in favour of the Scheme. The merger is unanimously endorsed and supported by the Board of WHSP. On August 5, 2021, Federal Court of Australia made orders approving the convening of a meeting of Milton shareholders to consider a vote on the proposed acquisition of Milton by Washington H. Soul Pattinson. As on September 3, 2021, Milton Board continues to recommend that shareholders vote in favour of the scheme in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the scheme is in the best interests of Milton shareholders. The Milton shareholders meeting will take place on September 13, 2021 while the second court hearing for approval of the scheme will occur on September 20, 2021. As of September 13, 2021, Milton shareholders have approved the Scheme. As of September 20, 2021, Federal Court of Australia approved the scheme. The scheme is expected to become effective on September 21, 2021 and scheme implementation date is October 5, 2021. Lonergan Edwards & Associates Limited acted as independent expert to Milton. Hamilton Locke acted as legal advisor while Greenhill acted as financial advisor to Milton. Bruce Macdonald of Ashurst acted as legal advisor and Pitt Capital Partners Limited acted as financial advisor to WHSP. Link Market Services Limited acted as registrar to Milton.

Washington H. Soul Pattinson and Company Limited (ASX:SOL) completed the acquisition of Milton Corporation Limited (ASX:MLT) on September 21, 2021. It is expected that quotation of Milton Shares on the ASX will be suspended from the close of trading on September 21, 2021. As of October 5, 2021, with effect from the implementation of the Scheme, Graeme Lindsay Crampton, Kevin John Eley, Justine Elizabeth Jarvinen and Ian Alfred Pollard have resigned as directors of Milton. Milton and WHSP have agreed that Brendan John O'Dea (together with Robert Dobson Millner) will remain on the board of directors of Milton. Todd Barlow and David Grbin have been appointed as new directors of Milton. An application is intended to be made to remove Milton from the official list of ASX, which is expected to take effect on and from Wednesday, 6 October 2021.