Oncard International Limited (ASX:ONC) entered into an agreement to acquire the assets of The Van Diemen's Land Company from The Tasmanian Land Company Limited for approximately AUD 250 million in cash and stock on November 6, 2015. The consideration is subject to certain post-completion adjustments. As consideration, Oncard will issue 184 million of its own shares; will repay AUD 18 million debts of Tasmanian Land Company and the remaining consideration will be satisfied in cash. Tasmanian Land Company will give rebate of AUD6 million to Oncard. Oncard will issue up to 976 million shares at AUD 0.25 each to raise up to AUD 244 million for funding the transaction. An underwriting agreement has also been executed in respect of approximately 736 million shares (to raise in the order of AUD 184 million) under the capital raising. The balance of the consideration will be bridged by a loan from TLC and other adjustments.

The Van Diemen's Land posted total assets of AUD 233.3 million, net assets of AUD 145.3 million, revenues of AUD 52 million, net income of AUD 3.1 million and EBITDA of approximately AUD 7.89 million for the period ended May 31, 2015. No changes are expected to be made to the board of the Company in consequence of the acquisition of Van Diemen's. The acquisition is subject to shareholder approval of Oncard, issue of shares under the capital raising, regulatory approvals, consent to the disposal of Van Diemen's business assets from the New Plymouth District Council, underwriters' meeting their commitments under the underwriting agreement and other conditions for completion. Deal is expected to close on February 1, 2016. As of November 21, deal was rejected by New Plymouth District Council and that Tasmanian Land Company has signed an agreement to sell VDL to other foreign buyer. OnCard has obtained an interim injunction from the Supreme Court of Victoria restraining Tasmanian Land Company to sell VDL to other foreign buyer. On November 25, 2016, OnCard received an extension to interim injunction till December 3, 2015. On December 3, 2015, OnCard received an extension to interim injunction till December 7, 2015. As of December 7, 2015, interim injunctions to stop the sale of VDL to other buyer were not extended. On December 10, 2015, OnCard announced that it will file an appeal against the orders made by the Supreme Court of Victoria. On December 16, 2015, OnCard decided to postpone the general meeting till January 29, 2016. As of December 21, 2015, the underwriting agreement to fund the transaction has been terminated; Tasfoods will now look for alternative ways to fund the transaction. The deal is expected to close on February 1, 2016. Allan Myers QC, Andrew Broadfoot and Norton Gledhill acted as legal advisors to Oncard.

Oncard International Limited (ASX:ONC) cancelled the acquisition of the assets of The Van Diemen's Land Company from The Tasmanian Land Company Limited on January 22, 2016.