Shell Energy Australia Pty Ltd entered into scheme implementation deed to acquire ERM Power Limited (ASX:EPW) from Trevor St Bake and others for approximately AUD 610 million on August 22, 2019. Under the scheme, Shell Energy Australia Pty Ltd will acquire shares at AUD 2.465 per share. The consideration per share can be reduced by the cash amount of ordinary dividend and special dividend paid by ERM Power Limited to its shareholders. The Board currently intends to declare and pay a special dividend of up to AUD 0.085 per share prior to implementation of the Scheme, if the scheme is approved by ERM Power shareholders and the court. Upon scheme implementation, all directors from ERM Board and its subsidiaries will resign and Shell Energy will appoint its nominees. As of October 5, 2019, Zoe Yujnovich, Shell Australia Chairman will move to headquarter of Royal Dutch Shell plc (ENXTAM:RDSA), parent of Shell Energy Australia Pty Ltd located in The Hague. Zoe Yujnovich will take up a key role in shaping Shell's future in conventional oil and gas across 18 countries, excluding Australia, from January 2020. The Board of Directors of ERM Power Limited recommended its shareholders to vote in favor of the scheme in the absence of any superior proposal and subject to the independent expert report concluding that the Scheme is in the best interests of ERM Power shareholders. The transaction is subject to certain conditions including approval from the shareholders of ERM Power Limited, court approval, independent expert report in favor of the transaction, no material adverse change, prescribed occurrence and regulated event by ERM, no breach of representation and warranties by either party and no temporary, preliminary or final restraining order, injunction, decision or decree that would prevent, prohibit or otherwise materially adversely affect the scheme, Other than Trevor St Baker and Philip St Baker, an independent Board committee of Directors of ERM Power Limited has been established which recommended the Board to approve the entry into scheme implementation deed. The transaction was approved by Australian regulatory authority. If any of the event occurred or conditions not satisfied as per agreed between the parties, then either party can give written notice to other party to terminate the agreement. First court meeting scheduled on October 2, 2019, scheme meeting of the shareholders of ERM Power Limited is scheduled on November 8, 2019 and second court meeting on November 14, 2019. As per announcement of October 4, 2019, the court has approved to convene the scheme meeting to be held on November 8, 2019. The scheme was approved by shareholders of ERM Power Limited on November 8, 2019. As of November 12, 2019, Supreme Court of New South Wales has approved the transaction. Scheme will be effective on November 14, 2019. On November 12, 2019, scheme has become legally effective. Scheme record date will be November 22, 2019 and will be implemented on November 27, 2019. Scheme is expected to be implemented on November 29, 2019. Luminis Partners Pty Ltd. and Lonergan Edwards & Associates Limited acted as financial adviser and Herbert Smith Freehills acted as legal adviser to ERM Power Limited. John Brewster, Lynda Tully, John Sartori, Nick Terry and Bruce Macdonald, Eliza Blandford, Robert Jamieson, Paul Newman and Dan Brown, Madeleine de Garis, Alyssa Phillips, Corey McHattan of Ashurst Australia acted as legal advisors to Shell Energy. The Shell legal team was led by Peter Lorbeer. UBS Group AG acted as financial advisor to Shell Energy Australia Pty Ltd. Shell Energy Australia Pty Ltd completed the acquisition of ERM Power Limited (ASX:EPW) from Trevor St Bake and others on November 26, 2019. Julieanne Alroe, Tony Iannello, Georganne Hodges, Philip St Baker and Jonathan Stretch have resigned as directors of ERM Power, and Phil Davis has resigned as company secretary of ERM Power. Christopher Holmes, Gregory Joiner and Phil Davis have been appointed as the new directors of ERM Power. ERM Power to be removed from the official list of the ASX on December 2, 2019.