1835i Ventures completed the acquisition of remaining 81% stake in Cashrewards Limited from a group of shareholders for AUD 72.5 million.
The Offer is subject to a number of conditions including minimum acceptance of at least 90% of the Cashrewards shares, no material adverse change, no prescribed occurrences, compliance with certain conduct of business restrictions, and maintenance of an average minimum net cash position; and 1835i not being entitled to terminate the Implementation Deed or Loan Agreement. The Implementation Deed also includes certain other conditions including customary no shop', no talk' and no due diligence' restrictions, as well as notification and matching rights in the event of the emergence of a competing proposal. Cashrewards established an Independent Board Committee (IBC) comprising of the Independent Chairman, Brett Johnson, Independent Non-Executive Director Joshua Lowcock, Non-Executive Director Rajeev Gupta and Chief Executive Officer, Bernard Wilson. The Cashrewards Independent Board Committee (IBC) unanimously recommends that shareholders accept the Offer in the absence of a superior proposal. Andrew Clarke, Alium Capita and M&S Skyleisure representing a combined 39.4% interest in Cashrewards shares on issue have each confirmed a non-binding intention to accept the Offer in the absence of a superior proposal. 1835i now controls over 76% of Cashrewards shares. The Independent Expert considers the Offer FAIR AND REASONABLE. As on December 24, 2021,1835i has declared the Offer unconditional, which means that control of Cashrewards Ltd has passed to 1835i. 1835i has received acceptances which takes its shareholding to approximately 79% of issued shares. As of January 6, 2022, 1835i intend to compulsorily acquire the remaining Cashrewards shares. As of January 10, 2022, 1835i Ventures issued notice to shareholders of Cashrewards Ltd for compulsory acquisition at AUD 1.135 per share.
The initial Offer Period shall last for at least one month and shall be subject to 1835i's right to extend the period in accordance with the Corporations Act. The offer is expected to close on December 10, 2021. As on December 2. 2021, The offer is expected to close on December 20, 2021. As on December 13, 2021, The offer will remain open till January 9, 2021. Grant Thornton Corporate Finance, LLC acted as fairness opinion provider, Moelis Australia Advisory Pty Ltd acted as financial advisor and Gilbert and Tobin acted as legal advisor to Cashrewards Limited. Computershare Investor Services Pty Limited acted as registrar and Rodd Levy and Lachlan Sievert of Herbert Smith Freehills acted as legal advisor to 1835i Ventures.
1835i Ventures completed the acquisition of remaining 81% stake in Cashrewards Limited (ASX:CRW) from a group of shareholders for AUD 72.5 million on January 9, 2022. The securities of Cashrewards Limited will be suspended from quotation at the close of trading on Tuesday, January 18, 2022. Cashrewards Limited (CRW') will be removed from the Official List at the close of trading on Friday, January 21,2022.