Carsome Sdn Bhd made a proposal to acquire 80.1% stake in iCar Asia Limited (ASX:ICQ) from a group of shareholders for approximately AUD 200 million on July 13, 2021. In a related transaction Carsome Sdn Bhd entered into agreement to acquire 19.9% stake in iCar Asia Limited (ASX:ICQ) from Catcha Group for AUD 49.2 million on July 13, 2021. Carsome Sdn. Bhd. entered into a scheme implementation agreement to acquire 80.1% stake in iCar Asia Limited from a group of shareholders for approximately AUD 190 million on October 18, 2021. As of November 23, 2021, iCar Asia Limited, through its subsidiary, iCar Asia Pte Limited, entered into a $12 million (AUD 16.5664 million) loan facility agreement with Carsome. The funds of the Loan will be used for the payment of costs, fees and expenses incurred by iCar Asia Limited, iCar Asia Pte Limited and their respective subsidiaries (including adviser fees) in connection with the acquisition. A reimbursement fee of AUD 1.7 million is payable to Carsome and a reverse reimbursement fee of AUD 1.7 million is payable to iCar in certain circumstances. The Maximum Scheme Consideration and any associated transaction costs are proposed to be funded by Carsome through its existing cash reserves. Carsome intends to make limited changes to employee and management roles as a result of iCar no longer being a listed entity and becoming part of the Carsome Group. Other than such changes, definitive plans in relation to the employee and management base at iCar have not yet been fully determined, however Carsome's intention is to retain the majority of iCar's existing employees in line with current operations.

The transaction is conditional on Carsome and Catcha obtaining joint bid relief from ASIC and scheme of arrangement becoming effective. The Proposal is subject to a few conditions including Carsome completing confirmatory due diligence, receipt of joint bid relief from ASIC, negotiating and signing of binding transaction documentation, finalization of Carsome's financing arrangements, iCar shareholder approval and court approval. The acquisition of the remaining iCar shares under the Joint Bid Agreement is also conditional on the scheme of arrangement becoming effective. As on July 20, 2021, The Independent Board Committee of iCar has considered the Proposal and has concluded that it is in the best interests of iCar shareholders to provide due diligence access to Carsome with a view to seeking to agree a binding transaction capable of being put to iCar shareholders. As on July 29, 2021, iCar and Carsome enter into Process Deed under which Carsome has been granted a period of exclusivity ending, September 8, 2021 to undertake confirmatory due diligence. As on August 13, 2021, Carsome and Catcha obtain ASIC joint bid relief. As of September 1, 2021, iCar shareholders do not need to take any action in relation to the Proposal currently. As of September 8, 2021, Carsome has requested an extension of the Exclusivity Period under the Process Deed to September 30, 2021 or to October 30, 2021. The Independent Board Committee has considered the revised proposal and determined to continue to engage with Carsome in relation to the offer price and to negotiate binding transaction documentation. Accordingly, the parties have agreed to extend the Exclusivity Period under the Process Deed to October 30, 2021. As of October 18, 2021, as per scheme implementation deed, the Scheme is not conditional on financing or due diligence. iCar is pleased to announce that the Supreme Court of New South Wales on December 8, 2021 y made orders approving the convening of a meeting of iCar shareholders. The iCar Independent Board Committee unanimously recommend that Independent iCar Shareholders vote in favour of the Scheme in the absence of a Superior Proposal. iCar will apply for the termination of the official quotation of iCar Shares on the ASX and for iCar to be removed from the official list of the ASX, each to occur on a date after the Implementation Date. As of January 31, 2022, iCar shareholders voted in favour of the proposed scheme of arrangement. The Scheme remains subject to the approval of the Court at the hearing scheduled on February 2, 2022. As on February 2, 2022, the Supreme Court of New South Wales made orders approving the proposed scheme of arrangement.

The transaction is expected to be effective on February 2, 2021 and implement on February 10, 2021. Goldman Sachs (Malaysia) Sdn. Bhd. acted as financial advisor and Michael Ziegelaar, Katerina Jovanovska, Ting Fan and Andrew Rich of Herbert Smith Freehills LLP acted as legal advisors to iCar Asia Limited. Sandy Mak and Adam Forema of Corrs Chambers Westgarth acted as legal advisors to Carsome. Lonergan Edwards & Associates Limited acted as fairness opinion provider to the board committee of iCar Asia. Boardroom Pty Limited acted as registrar to iCar Asia.

Carsome Sdn. Bhd. completed the acquisition of 80.1% stake in iCar Asia Limited (ASX:ICQ) from a group of shareholders on February 2, 2022. It is expected that iCar shares will be suspended from trading on the ASX from close of trading on February 2, 2022.