Announcement • Jul 17
Aura Sub, LLC completed the acquisition of Qoria Limited (ASX:QOR).
Aura Sub, LLC signed a binding merger implementation deed to acquire Qoria Limited (ASX:QOR) for approximately AUD 980 million on February 2, 2026. The consideration consists of CHESS Depositary Interests common equity of Aura Sub, LLC at AUD 0.72 per share and options of AUD 6.5 million. The transaction will be financed through equity investment of AUD 107.24 million. The transaction is expected to be value accretive to Qoria shareholders.
The transaction is subject to approval by ASIC and ASX waivers, consents and approvals for the Transaction including ASX agreeing to admit Aura to the official list of ASX, an Independent Expert’s Report to be prepared for Qoria Shareholders concluding (and continuing to conclude) that the Scheme is in the best interests of Qoria shareholders, Receipt of cleared funds from the Equity Placement, Regulatory approvals across relevant jurisdictions including in Spain, the UK and USA, Receipt of a draft class ruling from the Australian Tax Office confirming availability of scrip for scrip rollover relief for eligible Qoria shareholders, Neither party being affected by a material adverse change or prescribed occurrence and other customary conditions. Approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, subject to court approval and third-party approval needed. The deal has been unanimously approved by the acquirer board and shareholders. The Merger implementation Deed is subject to customary reciprocal deal protections, including exclusivity arrangements (no shop, no talk and no due diligence) with customary fiduciary carve-outs. The Scheme is unanimously recommended by the Qoria Board of Directors and each Qoria Director intends to vote all Qoria shares that they hold or control, in favour of the Scheme, in each case, subject to there being no Superior Proposal. As of June 2, 2026, Grant Thornton Corporate Finance Pty Ltd (Independent Expert). has concluded that the Scheme is NOT FAIR BUT REASONABLE and hence in the BEST INTERESTS of Qoria Shareholders in the absence of a superior alternative proposal emerging.
On completion of the Transaction, the Board of Aura is proposed to comprise of four Aura nominees - including Hari Ravichandran as Chairman of the Board, Sujay Jaswa, Jeffrey Katzenberg and one other to be added prior to closing - and three Qoria nominees, being Peter Pawlowitsch, Matthew Stepka and Tim Levy as Managing Director. Upon completion of the Transaction, Qoria will become a wholly owned subsidiary of Aura. The newly combined group will then begin trading on the ASX with the ticker symbol AXQ. Following the completion of the transaction Hari Ravichandran will remain CEO of the combined company, Sujay Jaswa, will remain the Chairman of Aura's Board of Directors. Brian DeCenzo, Aura's current CFO, will be appointed CFO and President of the newly combined company. The current CFO of Qoria, Ben Jenkins, will remain on as CFO Australia, reporting to DeCenzo. Tim Levy, current Managing Director of Qoria, will join the Board of Directors of the newly combined group and will serve as CEO of Aura Alpha, a new growth and innovation venture within Aura focused on strategic partnerships, global distribution channels, corporate development, M&A and policy, regulatory and market development initiatives. Aura has secured binding commitments for an increased equity placement of $100 million, up from the previously announced $75 million, to be completed at implementation of the Scheme. The commitments are subject to conditions. As per the announcement dated July 7, 2026 The Federal Court of Australia has approved the transaction.
The expected closing date of the transaction is early June 2026. The transaction is expected to close in July 2026.
Azure Capital Pty Ltd. acted as financial advisor for Qoria Limited. Stifel Financial Corp. acted as financial advisor for Qoria Limited. Sanushka Seomangal, Cameron Bill of Thomson Geer acted as legal advisor for Qoria Limited. Phillip R. Sanders, Nicolette A. Fata, Eric Scarazzo, Matt Donnelly and Doug Bresnick of Gibson, Dunn & Crutcher LLP acted as legal advisor for Qoria Limited. Jefferies LLC acted as financial advisor for Aura Sub, LLC. Michael Ziegelaar, Alex Mackinnon, Kam Jamshidi, Nini Lu, Fergus Little, Jennifer Wong, Bevan Wang, Ella Blythe, Yash Ghangas and Stewart Stevenson of Herbert Smith Freehills acted as legal advisor for Aura Sub, LLC. Ian Schuman, Stelios Saffos, Sarah Axtell, Javier Stark, Alex Kassai, Paul Dudek, Alex Cohen, Michele Anderson, Maj Vaseghi, David Brenneman, Héctor Armengod, Greg Bonné, Andrew Galdes, Ruchi Gill, Aaron Amundson, Deborah Hinck, Andrea Ramezan-Jackson and Megan Alessi of Latham & Watkins LLP acted as legal advisor for Aura Sub, LLC. Unified Capital Partners Pty Ltd. acted as financial advisor to Qoria Limited. Canaccord Genuity (Australia) Limited acted as financial advisor to Qoria Limited. Macfarlanes LLP and Uría Menéndez at as legal advisor for Qoria Limited. Byron Watson of BDO (Australia) Limited act as financial and tax due diligence advisor for Qoria Limited. Grant Thornton Corporate Finance Pty Ltd acted a fairness opinion provider for Qoria Limited.
Aura Sub, LLC completed the acquisition of Qoria Limited (ASX:QOR) on July 17, 2026.
