Xafinity Plc (LSE:XAF) entered into conditional agreement to acquire Punter Southall Holdings Limited from Punter Southall Group Limited for approximately £150 million on December 7, 2017. Under the terms of acquisition, the consideration of £92.52 million will be paid in cash; issue of 25.77 million shares valued at £42 million; transfer by Xafinity Consulting to Punter Southall Group Limited of the entire issued share capital of HR Trustees at an agreed value of £8.5 million; and the issue of up to £6.13 million earn out shares valued being a maximum of approximately £10 million in aggregate following completion. The consideration is subject to a post-completion adjustment, the quantum of which will be calculated by reference to the net working capital position and the cash and debt positions of, respectively, the target Group and HR Trustees. The cash component of the consideration is proposed to be financed by a combination of (a) the firm placing and placing and open offer to raise in aggregate approximately £70 million (before expenses) and (b) funds drawn down under the new debt facilities totaling £80 million. In connection with the acquisition, the Xafinity Plc and Punter Southall Group Limited have agreed a transitional services agreement, under which Punter Southall Group Limited will provide certain IT, finance, human resources, legal and compliance and facilities management services to the target group for up to two years after completion. In the immediate term, the Xafinity Plc and target group's businesses will continue to trade under their current brands, in each case with a tagline of "Part of Xafinity Punter Southall". Punter Southall reported revenue for the year ended December 31, 2016 of approximately £51 million and adjusted EBITDA of approximately £11 million. Following the completion, John Batting will join the board of Xafinity Plc, as Executive Director and Jonathan Punter as Non-Executive Director. Completion is conditional, among other things, on the resolutions being passed without amendment; the sponsor and placing agreement not being terminated or lapsing; the granting by the Financial Conduct Authority of approval; and approval by shareholders of Xafinity Plc. As of December 8, 2017, Financial Conduct Authority approved the deal. As of January 4, 2018, shareholders of Xafinity approved the acquisition. The acquisition is expected to complete on January 11, 2018. The Board expects the acquisition to be earnings enhancing for the Group for the year ending March 31, 2019 and materially earnings enhancing thereafter. Byron Griffin, Chris Nicholls and Peter Stewart of Deloitte & Touche Corporate Finance UK Limited acted as financial advisors while Martin Green, Pippa Underwood and John Goold of Zeus Capital Limited acted as brokers for Xafinity in the transaction. Soondra Appavoo and Matthew Ritchie of Craven Street Capital Limited acted as financial advisors to Punter Southall Group Limited. Ashurst LLP acted as legal advisor to Punter Southall Group Limited. Xafinity Plc (LSE:XAF) completed the acquisition of Punter Southall Holdings Limited from Punter Southall Group Limited on January 11, 2018.