Web.com Group, Inc. entered into a scheme implementation deed to acquire Webcentral Group Limited (ASX:WCG) from Cadence Asset Management Pty Ltd., Keybridge Capital Limited (ASX:KBC), Merchant Funds Management Pty Ltd and others for AUD 12.2 million on July 12, 2020. Under the terms, Web.com will acquire approximately 120 million shares in Webcentral for AUD 0.10 per share in cash via a scheme of arrangement. As of September 15, 2020, Web.com Group, Inc. has increase bid price to AUD 0.155 per share. Web.com Sub intends to fund the Scheme Consideration and the amounts payable to the Existing Financiers under the Existing Debt Facilities using the Web.com Group's cash reserves and existing credit facilities. As on September 4, 2020, 5G NETWORKS to undertake a placement of approximately AUD 30 million and it intends to use the proceeds to potentially fund this transaction and the refinancing of WCG's outstanding debt.

The Directors of Webcentral, who collectively have a relevant interest in approximately 24% of the total number of Webcentral shares on issue, intend to vote or procure the vote of all of those Webcentral shares in favour of the scheme. Webcentral will have to pay a reimbursement fee of AUD 0.5 million to Web.com under various scenarios, one of them being the termination of contract by Web.com. Web.com will have to pay the reverse reimbursement fee of AUD 4.4 million to Webcentral under various scenarios, one of them being the termination. On August 17, 2020, Larry Bloch resigned as director of Webcentral.

Webcentral must, as soon as practicable on the implementation date, the appointment of any persons nominated by Web.com by written notice to Webcentral to the Webcentral Board. The transaction is conditional upon the approval of the scheme by shareholders of Webcentral and the court, Web.com obtaining the approval of Australia's Foreign Investment Review Board and Customer Dispute being settled. The Board of Webcentral unanimously recommended that its shareholders vote in favour of the scheme. As of August 2, 2020, the meeting of shareholders of Webcentral is expected to take place by the end of September 2020. As on August 20, 2020, the condition precedent relating to the customer dispute has been satisfied. As of August 21, 2020 the Supreme Court of New South Wales approved the convening of Webcentral's shareholder meeting. Webcentral Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert. As of September 15, 2020, Board of Directors of Webcentral recommended the shareholders to take no action. Webcentral Board appointed BDO Corporate Finance (WA) Pty Ltd as the Independent Expert to assess the merits of the Scheme. BDO concluded that the Scheme is fair and reasonable and, therefore, is in the best interests of Webcentral Shareholders, in the absence of a superior proposal. The shareholder's meeting of Webcentral will be held on September 29, 2020. The parties agreed to establish a transition and integration committee comprising the following members: Andrew Reitzer, who will chair the Committee, 2 nominees appointed by Webcentral (including Andrew Reitzer); and 2 nominees appointed by Web.com. The scheme is expected to become effective in early October 2020. As of August 2, 2020, the scheme is expected to be implemented in October 2020. As of August 21, 2020, the scheme is expected to be implemented on October 12, 2020.

Macquarie Capital (Australia) Limited acted as financial advisor and Deloitte Financial Advisory Pty Ltd acted as accountant for Webcentral. Kevin Ko, Wes Bainbridge, Syavie Ghamry, Rebecca Ching Simon Muys and Amelia McKellar of Gilbert and Tobin acted as legal advisors to Web.com Group, Inc. Andrew Rich of Herbert Smith Freehills acted as legal advisor to Webcentral. Link Market Services Limited acted as share registrar to Webcentral group. BDO Corporate Finance (WA) Pty Ltd acted as fairness opinion provider and charged fee of AUD 45,000 to Webcentral Group in the transaction.

Web.com Group, Inc. cancelled the acquisition of Webcentral Group Limited (ASX:WCG) from Cadence Asset Management Pty Ltd., Keybridge Capital Limited (ASX:KBC), Merchant Funds Management Pty Ltd and others on September 17, 2020. Webcentral paid the termination fee of AUD 0.5 million to Web.com as required under the Scheme Implementation Deed. Webcentral have withdrawn their recommendation to vote in favour of the scheme of arrangement.