공시 • Nov 22
TPG Growth Capital Asia Limited completed the acquisition of Infomedia Ltd (ASX:IFM).
TPG Growth Capital Asia Limited entered into a scheme implementation agreement to acquire Infomedia Ltd (ASX:IFM) for approximately AUD 650 million on August 6, 2025. A cash consideration valued at AUD 1.72 per share will be paid by TPG Growth Capital Asia Limited. The Scheme Implementation Agreement also includes certain circumstances in which a break fee of AUD 6.5 million would be payable to TPG, or a reverse break fee of AUD 6.5 million would be payable to Infomedia. The Board of Infomedia unanimously recommends that Infomedia shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the independent expert concluding in an independent expert's report that the Scheme is in the best interests of Infomedia shareholders. The implementation of the Scheme is subject to conditions customary for a transaction of this nature, including; approval of Infomedia shareholders of the Scheme and the related Loan Agreement to TPG, and approval of the Court, approval by the Australian Foreign Investment Review Board and ACCC Informal Approval; an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Infomedia shareholders; no Infomedia material adverse change; and other customary conditions. Target ceases to be listed on the ASX. The Scheme is not subject to any financing condition. If the Scheme proceeds, Infomedia has agreed to provide to TPG a loan equal to the available excess cash on Infomedia’s balance sheet to pay part of the Cash Consideration. Infomedia shareholders do not need to take any action at this point in time. The making of this loan would be subject to the approval of Infomedia’s shareholders by special resolution at a general meeting of Infomedia shareholders to be held immediately following the Scheme meeting. The Scheme is subject to a number of conditions, including approval of Infomedia shareholders at a Scheme meeting, which is currently expected to be held by mid-November 2025. If the Scheme is approved by Infomedia shareholders and the other conditions are satisfied or waived, the Scheme is currently expected to be implemented by late November 2025. As of October 7, 2025, Court approves convening of Scheme Meeting and distribution of Shareholder Booklet. As of October 10, 2024, Infomedia dispatched Shareholder Booklet and Letter to Infomedia Shareholders. As of November 14, 2025, Foreign Investment Review Board approved the deal. ACCC approval was obtained in August, and the German regulatory approval was obtained in October. As of November 18, 2025, Infomedia Shareholders approved the deal. As of November 21, 2025, Supreme Court of NSW approves Scheme of Arrangement.
Infomedia is being advised by Gresham, Greenhill, a Mizuho affiliate, and Ashurst. Jennifer Yount, David Barash, Christopher Ross, Danny Choi, Jason Busch and Mitchell Zuckerman, and Stacy Hopkins of Paul Hastings LLP represented the financing sources for TPG. Annie Herdman of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to TPG Growth Capital Asia Limited. MUFG Corporate Markets (AU) Limited acted as transfer agent to Infomedia Ltd.
TPG Growth Capital Asia Limited completed the acquisition of Infomedia Ltd (ASX:IFM) on November 21, 2025. As of November 21, 2025, The Scheme is now legally effective, and it is expected that trading in Infomedia Shares on the ASX will be suspended from the close of trading November 21, 2025.