Dye & Durham Limited (TSX:DND) cancelled the Scheme Implementation Deed to acquire Link Administration Holdings Limited (ASX:LNK) from group of shareholders.
Dye & Durham Limited (TSX:DND) entered into a Scheme Implementation Deed to acquire Link Administration Holdings Limited (ASX:LNK) from group of shareholders for AUD 2.9 billion on December 21, 2021. Under the terms of consideration, Dye & Durham Limited will acquire all shares at price of AUD 5.5 per share. As of June 27, 2022, Dye & Durham Limited will acquire all shares at price of AUD 4.30 per share, reduced from AUD 5.5 per share previously. As of July 6, 2022, Dye & Durham Limited increased its proposal for a revised base scheme consideration of AUD 4.30 per share to AUD 4.57 per share. As of July 21, 2022, Dye & Durham Limited increased its proposal to AUD 4.81 per share. The acquisition will be funded through a combination of debt and equity. The debt financing will consist of a U.S. dollar denominated term loan equal to AUD 3.5 billion, which has been provided by a group of financial institutions, with Goldman Sachs Bank USA J.P. Morgan Chase Bank, N.A and ARES Capital Corporation ("Ares") acting as joint lead arrangers. The term loan will be available on closing in a single borrowing and has a maturity date of seven years. In addition, the Company has secured a CAD 150 million (AUD 162.65 Million) revolving credit facility. Dye & Durham and Dye & Durham Limited have entered into a legally binding equity commitment letter with Ares to raise equity subscription in respect of Exchangeable Shares up to CAD 950 million (AUD 1.05 billion). A break fee of AUD 28.62 million may be payable by Link to Dye & Durham under certain circumstances. On September 18, 2022, Link have received the letter from Dye & Durham also states that it has developed a revised proposal which is structured as an upfront cash payment of AUD 3.81 per Link Group share payable to Link Group shareholders on implementation of the Scheme; plus AUD 1 per share on contingent payment payable within 24 months of the closing. A reverse break fee of AUD 28.62 million may also be payable by Dye & Durham to Link Group under certain circumstances.
As of July 21, 2022, The Link Group Board unanimously recommends that Link Group Shareholders vote in favour of the Revised Scheme in the absence of a Superior Proposal and subject to the Independent Expert concluding and continuing to conclude that the Revised Scheme is fair and reasonable and in the best interests of Link Group Shareholders. The deal is subject to anti-trust approval and regulatory approval. A Scheme Meeting of Link shareholders is expected to be held in the second quarter of calendar year 2022 and, if approved, the Scheme will be implemented shortly after. Link Group Shareholders will be entitled to any BCM Net Sale Proceeds received by Link Group, prior to, or up to 12 months after, the Implementation Date, up to a maximum of AUD 0.13 cash per Link Share held on the Scheme Record Date. On May 10, 2022, Link Group announced that the Supreme Court of New South Wales has approved the transaction. Link Group will apply for the termination of the official quotation of Link Shares on the ASX and for Link Group to be removed from the official list of the ASX. The Link Group Board unanimously recommend that Link Group Shareholders vote in favor of the Transaction, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interest of Link Group Shareholders. As of June 16, 2022, ACCC has outlined significant preliminary competition concerns and expects to make a final decision on September 8, 2022. As of December 31, 2021, The Link shareholder meeting is expected to be held in the second quarter of calendar year 2022. As of June 27, 2022, Dye & Durham is considering providing an undertaking to the ACCC in order to obtain its approval. Link Administration's Scheme Meeting and Special General Meeting currently scheduled for July 13, 2022. As of June 7, 2022, the ACCC’s final decision is currently scheduled for September 8, 2022 and Scheme Meeting and Special General Meeting has postponed to a date to be determined. As of August 22, 2022, The transaction is approved by the shareholders of Link Group and the revised scheme is subject to court and regulatory approvals, including that of the Australian Competition and Consumer Commission (ACCC) and the UK Financial Conduct Authority, and other customary closing conditions. The board of Australian company Link Administration Holdings Ltd. is rejecting the latest takeover offer by Dye & Durham Ltd. Deal is expected to be completed by June and July 2022. Link Administration Holdings Limited obtained an order to adjourn the second court hearing in relation to the acquisition. The hearing, which had been scheduled for Friday, September 9, 2022, in Sydney, Australia, is now scheduled to take place on Thursday, September 15, 2022. The acquisition is expected to closed in the third quarter of calendar year 2022. Transaction is currently expected to be effective on July 20, 2022. As of September 8, 2022, It is announced that the ACCC will not oppose the proposed acquisition of Link Administration Holdings (ASX:LNK) by Dye & Durham Corporation (D&D), after accepting a court-enforceable undertaking from D&D to divest its existing Australian business. Link Group is also pleased to confirm that Central Bank of Ireland’s (CBI) approval in respect of the transaction has been obtained. The FCA has delivered a Warning Notice to Dye & Durham stating that it is proposing to approve the Company’s acquisition of Link Fund Solutions Limited (“LFS”) subject to conditions, which are subject to finalization. If Dye & Durham does not accept the requirement, then a condition under the Scheme Implementation Deed may not be satisfied. As of September 14, 2022, the transaction is approved by Australia’s Foreign Investment Review Board. On September 18, 2022, Under Dye & Durham's revised proposal, if LFS is not found liable by the FCA for restitution or redress payments related to the Woodford Fund & then Link Group shareholders would receive the full remaining AUD 1per share from Dye & Durham. If the FCA rules that LFS is in fact liable for redress, and that amount is less than £306 million, Dye & Durham would make a cash payment per Link Group share based on the difference between £306 million and the actual redress amount. The New proposal is subject to Dye & Durham Corporation and Dye & Durham Limited board approval, Dye & Durham’s financiers approval on New Proposal; obtaining Court approval to an extension of the current Scheme and shareholder approvals to implement the Scheme. On September 20, 2022, Dye & Durham was advised that the FCA issued a draft warning notice to Link Group w.r.t FCA's settlement decision procedure.The FCA has assessed the appropriate penalty as £50,000,000 against Link Group, in addition to a restitution payment of £306,096,527 against Link Group. The Link Group Draft Warning Notice triggers the Woodford Matters condition under the Link Group acquisition’s scheme implementation deed.
Macquarie Group Limited (ASX:MQG), Canaccord Genuity Corp and UBS Group AG (SWX:UBSG) acted as financial advisor and Herbert Smith Freehills acted as legal advisor to Link Administration Holdings in the deal. Barrenjoey Capital Partners acted as financial advisor, Clayton Utz, Goodmans LLP, Dentons Australia Limited and DLA Piper UK LLP acted as legal advisor to Dye & Durham Limited in the deal. Deloitte Corporate Finance Pty Limited acted as independent Expert, PwC as the Tax Adviser and Link Market Services Limited acted as share registrar for Link Group. Deloitte Corporate Finance Pty Limited will receive a fee of approximately AUD 425,000. Torys LLP acted as legal advisor to Link Administration Holdings Limited (ASX:LNK).
Dye & Durham Limited (TSX:DND) cancelled the Scheme Implementation Deed to acquire Link Administration Holdings Limited (ASX:LNK) from group of shareholders on September 23, 2022. The deal was cancelled due to the time for the Woodford Matters, UK Financial Conduct Authority and the Luxembourg Commission de Surveillance du Secteur Financier conditions has expired.