Trans-Tasman Resources Limited signed a binding merger implementation agreement to acquire Manhattan Corporation Limited (ASX:MHC) from Minvest Securities (New Zealand) Limited, Alan J Eggers, John Seton and others in a reverse merger on January 23, 2018. Manhattan Corporation Limited will acquire issue of approximately 706 million ordinary shares and 706 million performance shares for the transaction. Under the terms of the amalgamation, Trans-Tasman Resources Limited shareholders will receive 3,611 new Manhattan Corporation Limited ordinary shares and 3,611 new Manhattan Corporation Limited performance shares for each Trans-Tasman Resources ordinary or preference share held prior to the amalgamation in consideration for the cancellation of their Trans-Tasman Resources shares as a result of the amalgamation becoming effective. Holders of Trans-Tasman Resources warrants will be offered replacement options in Manhattan Corporation Limited, on equivalent terms under agreements (Warrant Acquisition Deeds) between Manhattan Corporation Limited and each warrant holder. Manhattan Corporation Limited expects that as a condition of re-admission to the official list of ASX, Manhattan Corporation Limited shares and performance shares to be issued as consideration to certain Trans-Tasman Resources Limited shareholders will be subject to mandatory escrow for up to 24 months. The acquisition includes a contractual obligation to issue 0.14 million Manhattan Corporation Limited shares (on a post-Consolidation basis) to Tennant Metals Pty Ltd if, after the acquisition, the Manhattan Corporation Limited achieves decision to mine in respect of the South Taranaki Bight project. In a related transaction, Manhattan Corporation Limited is conducting a capital raising to raise a minimum of AUD 4 million. Following completion of the acquisition and capital raising, it is expected that Manhattan Corporation Limited will undertake a consolidation of its ordinary share capital on a 10 to 1 basis. Upon completion, Manhattan Corporation Limited will be renamed TTR Corporation Limited. Manhattan Corporation Limited intends to maintain its current board following completion of the acquisition and it is anticipated that the amalgamated New Zealand entity will retain its current executive team. The transaction is subject to satisfaction of the conditions including approval from the shareholders of Trans-Tasman Resources Limited, approval from shareholder of Manhattan Corporation Limited, Manhattan Corporation Limited receiving at least the minimum subscription for new funds of AUD 4 million, approval from Australian Stock Exchange for the re-commencement of trading in Manhattan Corporation Limited shares and the quotation of its shares issued to Trans-Tasman Resources Limited shareholders under the amalgamation, all Trans-Tasman Resources Limited options are exercised such that the holder receives shares and participates in the amalgamation and all Trans-Tasman Resources Limited warrants are transferred to Manhattan Corporation Limited under the terms of warrant acquisition deeds, each of Coopers Drilling Services Limited and New Zealand Diving and Salvage Limited consents to the amalgamation for the purposes of clause 12.2(b) of the Ocean Technologies Ltd (OTL) shareholders agreement, the New Zealand Minister of Energy and Resources provides her consent under section 41C of the Crown Minerals Act 1991 to the change of permit operator named in the Minerals Licenses under the amalgamation among other conditions. Hearing regarding the transaction by High Court of New Zealand will take place between April 16, 2018 to April 18, 2018. The transaction is expected to complete on May 31, 2018. As of April 11, 2018, transaction completion date has been extended from May 31, 2018 to June 30, 2018. There will be no significant effect on Manhattan Corporation Limited’s consolidated statement of financial performance for the half year ended December 31, 2017. Gilbert + Tobin and Harmos Horton Lusk acted as legal advisors for Manhattan Corporation Limited. Bell Gully acted as legal advisor and Gresham Advisory Partners Limited acted as financial advisor for Trans-Tasman Resources Limited.