Vermeg N.V. reached agreement on the terms of a recommended cash offer to acquire Lombard Risk Management plc (AIM:LRM) for £52.1 million on January 11, 2018. Under the terms of the agreement, Vermeg N.V. would acquire the entire issued and outstanding ordinary shares comprising approximately 400 million outstanding shares of Lombard Risk Management at £0.13 per share. The acquisition is being effected by means of a Court sanctioned scheme of arrangement. Vermeg intends to finance the cash consideration from a combination of cash resources and EBRD Loan of €25 million (£22.1 million). Following the acquisition, Lombard Risk Management would operate as a wholly owned subsidiary of Vermeg. There will be no change in the operation of Lombard Risk Management and it would continue to operate under its existing executive management team within Vermeg. Philip Crawford, Alexander Broderick, John McCormick and Stephen Rogers Non-Executive Directors of Lombard Risk Management agreed to resign. The transaction is subject to approval from the court on or before the longstop date. The scheme is conditional upon the obtaining an approval from at least 75% of the scheme shareholders, passing of the required resolution and the sanction of the scheme without modification or with modification on terms acceptable to Vermeg and Lombard Risk Management. The transaction is also subject to third party approval and no third party whose approval is required to allow the acquisition should make the scheme or the takeover offer void, illegal or unenforceable in any jurisdiction or obstruct the acquisition in any way. Lombard Board unanimously recommended the offer to its shareholders. As on January 23, 2018, the scheme document in relation to the acquisition was published and posted. As of February 16, 2018, the transaction is approved by the shareholders of Lombard. The High Court of Justice in England and Wales sanctioned the scheme of arrangement on February 22, 2018. The scheme is expected to become effective on or around February 23, 2018. Stuart Faulkner, Matthew Chandler and James Dance of Strand Hanson Limited acted as financial advisors, Bernard Demode and Sonja Fell of Eurohold acted as strategic advisors to Vermeg. Mark Fisher, Tim Shortland and Paul Tracey of Quayle Munro Limited and David Wilson, Claes Spång and Chris Lee of WG Partners LLP acted as financial advisors while Stuart Andrews, Carl Holmes and Scott Mathieson of FinnCap Ltd. acted as nominated advisors and joint brokers to Lombard Risk Management. Greg Scott, Vivian Klaf, Robert Black, Thomas Grace, Alex Barnes and Suresh Patel of Memery Crystal LLP acted as legal advisors to Lombard. Vermeg is expected to incur financial advice fee of £0.31 million, legal advice fee of £0.55 million, accounting advice fee of £0.04 million and public relations advice fee of £0.06 million while, Lombard Risk Management is expected to incur financial and corporate broking advice fee of £1.2 million and legal advice fee of £0.28 million in connection with the transaction.