Kiwa Australia 2 Pty Ltd entered into a scheme implementation deed to acquire Intega Group Limited (ASX:ITG) from Crescent Capital Partners Management Pty Ltd., Matthew Courtney, Jeffrey Forbes and others for approximately AUD 380 million on October 3, 2021. Acquisition will be done via scheme of arrangement. As per terms of transaction, Kiwa N.V. will pay AUD 0.9 per share. Crescent Capital Partners Shareholders have notified the Intega Board in writing that they intend to vote all Intega Shares held by them in favour of the Scheme, in the absence of a superior proposal.

Implementation of the Scheme is subject to a number of customary conditions, including Intega Shareholder approval at the Scheme Meeting, Court approval, FIRB approval, the expiry of the applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act, no “prescribed occurrences” occurring, and the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Intega Shareholders. Implementation of the Scheme is not subject to a financing or funding condition. As of November 2, 2021, the Supreme Court of New South Wales made orders that Intega convene and hold a meeting of the holders of Intega Shares to consider and vote on the Scheme and approved the distribution of the explanatory statement in respect of the Scheme prepared by Intega.

The Scheme Meeting will be held on December 6, 2021. The Intega Board unanimously recommends that Intega Shareholders vote in favour of the Scheme at the Scheme Meeting. The Intega Board continues to unanimously recommend that Intega Shareholders vote in favour of the Scheme. Each Intega Director who holds or controls Intega Shares intends to vote all Intega Shares held or controlled by him in favour of the Scheme at the Scheme Meeting. On November 24, 2021, Foreign Investment Review Board approved the transaction. On December 6, 2021, the shareholders of Intega Group approved the transaction. As on December 6, 2021, HSR condition precedent to proposed scheme was satisfied. On December 9, 2021, the Supreme Court of New South Wales made orders approving the scheme of arrangement. On December 10, 2021, the scheme has become legally effective. It is expected that the official quotation of (and trading in) Intega Shares on the ASX will be suspended from close of trading on December 10, 2021. Scheme will be implemented on December 17, 2021. Greenhill & Co., Inc. (NYSE:GHL) acted as financial advisor and Gilbert and Tobin acted as legal advisor to Intega. Lonergan Edwards & Associates Limited acted as Independent Expert to Intega.

Kiwa Australia 2 Pty Ltd completed the acquisition of Intega Group Limited (ASX:ITG) from Crescent Capital Partners Management Pty Ltd., Matthew Courtney, Jeffrey Forbes and others on December 17, 2021. With effect from implementation of the scheme, Neville Buch, Michael Alscher, Steven Sherman and Jeffrey Forbes resigned as Directors of Intega. Paul Hesselink and Salman Haq were appointed as Directors of Intega. Intega will be removed from the official list of the ASX with effect from the close of trading on December 20, 2021.