IGO Nickel Holdings Pty Ltd entered into a scheme implementation deed to acquire Western Areas Limited (ASX:WSA) from Perpetual Limited (ASX:PPT), Wyloo Consolidated Investments Pty Ltd and others for AUD 1.1 billion on December 16, 2021. The transaction will be funded through a combination of (i) a new AUD 900 million senior-secured debt facility underwritten by ANZ, CBA and NAB, comprising AUD 540 million amortizing facility and AUD 360 million revolver, both with a maturity date of April 30, 2025, (ii) from IGO's existing cash reserves of AUD 552 million for the remaining balance. The deed includes customary exclusivity arrangements including “no shop” and “no talk” restrictions, notification obligations and matching rights for IGO as well as market standard terms and break fees. Western Areas may be required to pay a break fee to IGO and circumstances where IGO may be required to pay Western Areas a reverse break fee, both equivalent to approximately AUD 10.96 million, depending on the circumstances. As of January 27, 2022, Andrew Forrest has raised his stake in takeover target Western Areas in a move that confirms suspicions he will try to complicate the transaction by purchasing shares above the valuation of AUD 3.36 raising his stake from stake from 6.29% to 9.14%. Wyloo Consolidated Investments Pty Ltd has undertaken to IGO to vote Wyloo Consolidated's 31,509,769 shares (representing a 9.8% interest) in Western Areas Limited in support of the transaction. On April 11, 20221, offer price has been revised to AUD 3.87 per share.

The transaction is subject to Western Areas shareholders approval and court approvals. Western Areas board unanimously recommends that Western Areas shareholders vote in favor of the Scheme. Western Areas shareholders will vote on IGO's offer proposal at a meeting in April and IGO Limited requires 75% of shares to be cast in favor at that meeting for the offer to succeed. The amended offer price has been unanimously recommended by the Board of Directors. As of May 2, 2022, the Scheme Booklet has been dispatched to Western Areas shareholders and they will vote on the proposed scheme at a meeting to be held on June 1, 2022. As per update on May 18, 2022, proxy adviser advised its clients to vote in favor of the transaction. The transaction is expected to be completed in April 2022. The Scheme is expected to be completed by early May 2022. The transaction is expected to complete in May/June 2022. Effective Date of scheme is June 8, 2022. As of June 1, 2022, The transaction is effective from June 20, 2022. Western Areas' majority of the shareholders approved the transaction, i.e. 94.2% of the votes cast by Western Areas Shareholders were in favor and 78.8% of Western Areas Shareholders present and voting (in person or by proxy, attorney or corporate representative) voted in favor of the Scheme. Western Areas will now seek approval of the Scheme by the Supreme Court of Western Australia ("Court") at a hearing scheduled for June 7, 2022. As of June 7, 2022, the transaction is approved by the Supreme Court of Western Australia and expected to become effective on June 8, 2022, and Western Areas Shares will be suspended from trading on ASX at close of trading on Wednesday, June 8, 2022.The transaction is Free Cash Flow accretive from Financial Year 2024 once the ramp-up of Odysseus underground mine is complete.

Macquarie Capital (Australia) Limited acted as the financial advisor and Herbert Smith Freehills acted as the legal advisor to IGO Nickel. Rothschild & Co and Goldman Sachs acted as the financial advisors whereas Roger Davies and Antonella Pacitti of Ashurst acted as the legal advisor to Western Areas. KPMG Financial Advisory Services (Australia) Pty Limited acted as independent expert for Western Areas and concluded that the scheme is not fair but is reasonable to Western Areas shareholders and therefore is, on balance, in the best interests of Western Areas shareholders, in the absence of a superior proposal.

IGO Nickel Holdings Pty Ltd completed the acquisition of Western Areas Limited (ASX:WSA) from Perpetual Limited (ASX:PPT), Wyloo Consolidated Investments Pty Ltd and others on June 20, 2022. An application has been made to remove Western Areas from the ASX's official list, which is expected to take effect on and from close of trade on Tuesday, June 21, 2022.