China Mengniu Dairy Company Limited (SEHK:2319) entered into scheme implementation deed to acquire remaining 97.1% stake in Bellamy's Australia Limited (ASX:BAL) for AUD 1.4 billion on September 15, 2019. As per the transaction, China Mengniu Dairy Company Limited will acquire remaining shares at AUD 13.25 per share. The consideration AUD 13.25 per share includes AUD 12.65 in cash and AUD 0.6 per share as special dividend. Pre deal, China Mengniu Dairy Company Limited held 2.9% stake and post completion of the deal, it will hold 100% stake in Bellamy's. China Mengniu Dairy Company Limited expects to finance the transaction from a combination of internal resources and bank financing. Upon scheme implementation but subject to the consideration paid, Bellamy's Australia Limited take all actions necessary to appoint the persons nominated by China Mengniu Dairy Company Limited as new directors of Bellamy's and other members of the Bellamy's Group and Bellamy's Australia Limited must procure that all directors on the Bellamy's Board or the board of another member of the Bellamy's Group other than the new directors of Bellamy's appointed pursuant to clause 5.4 (a) resign from the Bellamy's Board or such other board. Bellamy's Australia Limited will pay break-fee of AUD 14.3 million to China Mengniu Dairy Company Limited, if any of the event occurred as agreed between the parties.

The transaction is subject to number of conditions including approval from Bellamy's shareholders, approval from Court and the Australian Foreign Investment Review Board, no material adverse change or prescribed occurrence, an Independent Expert's Report concluding that the Scheme is in the best interests of Bellamy's shareholders and other customary conditions. Each Director of Bellamy's Australia Limited will have to vote in favor of the transaction. First court hearing is scheduled on October 29, 2019. Meeting of shareholders of Bellamy's Australia Limited will take place on December 4, 2019 and second court hearing will take place on December 6, 2019. The Board of Directors of Bellamy's Australia Limited unanimously recommended its shareholders to vote in favor of the transaction in the absence of a superior proposal and subject to an Independent Expert report concluding that the scheme is in the best interests of Bellamy's shareholders. On November 15, 2019, Foreign Investment Review Board provided written notice to China Mengniu Dairy Company Limited that the Commonwealth has no objection to the proposed acquisition with conditions such as maintenance of Bellamy's headquarters in Australia for at least 10 years and investment of minimum AUD 12 million in infant milk formula processing facilities in Victoria. Scheme will be effective on December 9, 2019 and will implement on December 24, 2019. As of October 30, 2019, scheme will be effective on December 5, 2019. As on December 5, 2019, 99.23% of the votes cast were in favor of the scheme resolution and 82.88% of eligible Bellamy's shareholders present at the meeting (in person or by proxy) voted in favor of the scheme resolution. Bellamy's will now apply to the Supreme Court of New South Wales for orders approving the scheme at the hearing scheduled for December 9, 2019. As of December 9, 2019, Supreme Court of New South Wales approved the transaction. As of December 10, 2019, scheme has legally become effective and implementation is scheduled on December 23, 2019.

Link Market Services Limited acted as registrar, Morgan Stanley (NYSE:MS) acted as financial advisor and Tom Story and Guy Alexander of Allens acted as legal advisors to Bellamy's Australia. As of September 18, 2019, Bellamy's Australia has hired Grant Samuel to compile an independent expert report on whether the offer is fair and reasonable. The Hongkong and Shanghai Banking Corporation Limited acted as financial advisor and John Elliott, Psyche Tai, Rachel Chan, Yua and Belinda Harvey, Peter Haslam, Vivian Lui of Norton Rose Fulbright Australia acted as legal advisors to China Mengniu Dairy Company Limited.

China Mengniu Dairy Company Limited (SEHK:2319) completed the acquisition of remaining 97.1% stake in Bellamy's Australia Limited (ASX:BAL) on December 23, 2019. The consideration of AUD 12.65 cash for each Bellamy's share has today been paid to each Bellamy's shareholder. The fully franked special dividend of AUD 0.6 for each Bellamy's share has today been paid to each Bellamy's shareholder. With effect from the implementation of the Scheme, John Ho, John Murphy, Rodd Peters, Wai-Chan Chan and Shirley Liew have resigned as directors and Peter Ping Zhang, Andrew Cohen and Graham Mulligan have been appointed as the new
directors of Bellamy's.