Verra Mobility Corporation (NasdaqCM:VRRM) entered into an agreement to acquire Redflex Holdings Limited (ASX:RDF) for approximately AUD 140 million on January 21, 2021. Under the scheme offer, Verra Mobility Corporation will acquire shares at AUD 0.92 per share. Verra Mobility Corporation will also assume Redflex's existing cash and indebtedness at the closing of the transaction. The transaction will be financed through internal cash reserves or external funding arrangements, including equity and debt financing, or a combination of both. As of March 15, 2021, Verra Mobility Corporation intends to extend and amend its existing 2020 credit agreement and issue new senior unsecured notes which will generate net proceeds of AUD 650 million from the 7 year Term Loan B and AUD 350 million from the 8 year Senior Unsecured Notes which will be used to repay the existing AUD 866 million Term Loan B due 2025, fund the purchase price for the acquisition, and for general corporate purposes. The termination fee will be paid to other party by breaching party as agreed between them. The termination fee for the transaction is AUD 1.46 million. After the second court hearing, Board changes will be made as agreed between the parties. As of April 30, 2021, Verra Mobility Corporation has increased the cash price offered to Shareholders to AUD 0.96 per Share from AUD 0.92 per Share.

The transaction is subject to number of conditions including issuance of independent expert report concluding in favor of the transaction, approvals from regulatory bodies of Foreign Investment Review Board of Australia, Australian Securities and Investments Commission, Australian Securities Exchange, New Zealand Overseas Investment Office and the General Authority for Competition in the Kingdom of Saudi Arabia (GAC), Federal Court of Australia and shareholders of Redflex Holdings Limited. The conditions also include third party approvals and other regulatory consents if applicable. The Board of Directors of Redflex Holdings Limited have unanimously approved the transaction. The scheme meeting of shareholders of Redflex Holdings Limited is planned to be held on May 7, 2021. The transaction is subjected to the satisfaction or waiver of specified conditions. As of April 26, 2021, Foreign Investment Review Board approved the deal. As of May 7, 2021, Redflex has been informed by representatives of Verra Mobility that GAC approval will not be received in time for the second Court hearing on May 14, 2021 and, if the resolutions to approve the Scheme are passed by the requisite majorities of shareholders at the Redflex shareholders' meeting to consider resolutions to approve the Scheme and all other relevant conditions precedent required on the Second Hearing Date (other than GAC approval) have been satisfied or waived, Redflex intends to seek orders from the Federal Court of Australia at the second Court hearing to vary the Scheme so that GAC approval becomes a condition to be satisfied at a future time. if, and when, GAC approval is received, the Scheme will take effect without the need for further shareholder or Court approval; and if GAC approval is refused or not obtained by the end of the defined period, the Scheme will not proceed. As on May 10, 2021, shareholders of Redflex have voted in favour of the proposed scheme of arrangement. As of May 14, 2021, Federal Court of Australia has approved the transaction. As of June 8, 2021, General Authority for Competition in the Kingdom of Saudi Arabia has approved the transaction. As of March 1, 2021, the closing of the acquisition is expected to take place in the second quarter of 2021. Scheme will be effective on May 17, 2021 and implemented on May 26, 2021. As of June 8, 2021, scheme will be implemented on June 18, 2021.

GCA Advisors, LLC; and David Morris of KPMG Law acted as financial and legal advisors to Redflex Holdings Limited respectively. Lee Horan, Mark McNamara and Emma Warner of King & Wood Mallesons, Australia Branch acted as legal advisor to Verra Mobility Corporation. Darren MacGregor of Gresham Partners acted as financial advisor to Verra. PwC Melbourne acted as accountant for Redflex.

Verra Mobility Corporation (NasdaqCM:VRRM) completed the acquisition of Redflex Holdings Limited (ASX:RDF) on June 17, 2021.