공시 • Nov 25
IXL Australia Pty Ltd cancelled the acquisition of 3P Learning Limited (ASX:3PL) from Viburnum Funds Pty Ltd, Schroder Investment Management Australia Limited, National Nominees Ltd ACF Australian Ethical Investment Ltd, Sterling Equity Pty Ltd, FIL Limited and other shareholders.
IXL Australia Pty Ltd entered into a Scheme Implementation agreement (‘SIA’) to acquire 3P Learning Limited (ASX:3PL) from Viburnum Funds Pty Ltd, Schroder Investment Management Australia Limited, National Nominees Ltd ACF Australian Ethical Investment Ltd, Sterling Equity Pty Ltd, FIL Limited and other shareholders for approximately AUD 190 million on August 14, 2020. Each 3PL shareholder will receive AUD 1.35 cash for every 3PL share held. Transaction is financed through partially by utilizing existing cash reserves and partly through drawing on secured debt facilities. IXL Guarantor has entered into a debt commitment letter under which HSBC Bank USA, N.A. and Wells Fargo Bank, National Association have agreed to provide certain secured debt facilities in an aggregate amount of up to $110 million (AUD 155.9 million). Post completion, 3PL will become a wholly-owned subsidiary of IXL and will be delisted from the ASX. The SIA contains limited circumstances under which 3PL may be required to pay IXL Australia a break fee and limited circumstances under which IXL Australia may be required to pay 3PL a reverse break fee, both equivalent to approximately AUD 1.9 million. Think and Learn Private Limited made a non-binding indicative proposal to acquire 3P Learning Limited (ASX:3PL) for approximately AUD 200 million on November 12, 2020 as competing bid.
Subject to the Scheme becoming Effective, on the Implementation Date, with the exception of Rebekah O’Flaherty, all current 3PL Directors will resign as directors of 3PL and the 3PL Board will be reconstituted so that it consists only of IXL nominees and Rebekah O’Flaherty. On the Implementation Date, 3PL must use its reasonable endeavors to cause the appointment of incoming Directors Paul Mishkin, Jennifer Gu and Tony Bancroft procure that Directors Samuel Weiss, Roger Amos, Claire Hatton and Mark Lamont retire from the 3PL Board. There are no plans to relocate 3P Learning's 264 workers.
The implementation of the Scheme is subject to a number of conditions including the approval of 3PL shareholders and the Court, no prescribed occurrences, no material adverse change, the approval of the Foreign Investment Review Board, an Independent Expert's Report concluding that the Scheme is in the best interests of 3PL shareholders (and not changing or withdrawing that conclusion) and other customary conditions for a transaction of this nature. For the scheme to be approved, there needs to be 75% of the votes cast on the resolution to be in favour and 50% in the number of shareholders voting. There is no financing condition. In addition, the SIA contains certain customary exclusivity provisions, including no shop restrictions, no talk restrictions, a notification obligation and a matching right. The 3PL Board unanimously recommend that 3PL shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an independent expert concluding that the scheme is in the best interests of 3PL shareholders. All of the 3PL Board members have also confirmed their intention to, subject to the above qualifications, vote in favour of the scheme in respect of all 3PL shares that they own or control. As on September 28, 2020, 3P Learning Limited board received the confirmation from IXL that the scheme consideration price of AUD 1.35 per 3PL share is its last and final price in the absence of a competing proposal or any change in the independent expert's report for the scheme. Lonergan Edwards & Associates Limited has been appointed as the Independent Expert by the 3PL Board to assess the merits of the Scheme. As of October 15, 2020, FIRB has no objection to the transaction. The parties will establish a transaction implementation committee as soon as reasonably practical after the date of this document. On October 20, 2020, Supreme Court of New South Wales made orders approving the convening of a meeting of 3PL shareholders to vote on the Scheme and approving the dispatch of an explanatory statement containing information relating to the Scheme, including the notice convening the Scheme Meeting and an Independent Expert’s Report. The Scheme Meeting will be held virtually on November 20, 2020. As on November 20, 2020, the resolution to approve the Scheme was not approved by 3PL shareholders in the requisite majorities in accordance with the Corporations Act. The scheme is expected to be implemented on December 3, 2020.
Allier Capital acted as financial advisor and Matt Egerton-Warburton and Jol Rogers of Gadens acted as legal advisor to 3PL. Lonergan Edwards & Associates Limited acted as fairness opinion provider to 3P Learning Limited and charge fee of AUD 0.09 million (plus GST). Evercore and Luminis Partners acted as financial advisors and David Friedlander and Paul Schroder of King & Wood Mallesons, Australia Branch and Evan G. Smith of Latham & Watkins acted as legal advisors for IXL Australia. Link Market Services Limited acted as registrar for 3P Learning.
IXL Australia Pty Ltd cancelled the acquisition of 3P Learning Limited (ASX:3PL) from Viburnum Funds Pty Ltd, Schroder Investment Management Australia Limited, National Nominees Ltd ACF Australian Ethical Investment Ltd, Sterling Equity Pty Ltd, FIL Limited and other shareholders on November 24, 2020.
