Fox Corporation (NasdaqGS:FOXA) ('Fox') entered into a definitive merger agreement to acquire 66.67% stake in Credible Labs Inc. (ASX:CRD) ('Credible') from Stephen Dash and others for approximately $250 million on August 3, 2019. Under the terms, shareholders of Credible will receive AUD 2.21 ($1.5) cash per CHESS Depositary Interests (CDI) which represents AUD 55.25 ($37.5) per share of Credible. Each option of Credible shall receive consideration which is surplus of AUD 55.25 ($37.5) over their respected exercise price. As part of the transaction, Stephen Dash will exchange shares equal to 33.33% of Credible's outstanding common stock into units of a newly created Fox subsidiary. Stephen Dash will also receive AUD 55.25 ($37.5) per share of common stock in Credible for approximately 1 million shares (net of exercise of Stephen Dash outstanding options), being the maximum number of shares of common stock that Stephen Dash is permitted to sell. Credible will be delisted at closing of the transaction. In event of termination, break fee of $4 million will be payable by Credible. Following the equity purchase, Fox will commit up to $75 million of growth capital to Credible over approximately two years.

Stephen Dash, Founder and Chief Executive Officer of Credible, will continue to serve as Chief Executive Officer of Credible. The officers and Directors of Credible will remain in their position until their respective successors are duly appointed. Prior to the closing, Credible shall deliver to Fox written resignations executed by each Director of Credible. The transaction is subject to a number of customary closing conditions, including approval by a majority of Credible shareholders (other than Stephen Dash and his affiliates), there being no prohibition on implementing the transaction, and obtaining all regulatory approvals including all waiting periods (and any extensions thereof) applicable to the merger under the HSR Act having been expired and approvals from the ASX. The meeting of Credible's shareholders to consider and vote on the transaction is expected to occur in October 2019. The Board (acting upon the unanimous recommendation of the special committee) has unanimously determined that the transaction is in the best interests of Credible and its shareholders and recommends that shareholders vote in favor of the transaction. The Board of Fox also unanimously approved the transaction. The Board of Credible established a special committee of the Board for the transaction. As part of the review, the special committee appointed its own financial and legal advisers, and received a fairness opinion from its financial adviser. As on October 15, 2019, the transaction is approved by shareholders of Credible. As of August 26, 2019, condition for early termination of the waiting period has been completed. The transaction is expected to close in the fourth quarter of 2019. As of October 15, 2019, the transaction will become effective on October 17, 2019. Credible will apply to be removed from the official list of ASX with effect from close of trading on October 18, 2019.

Highbury Partnership Pty Limited acted as financial advisor and Christopher P. Giordano, Jon Venick, Rube Uthayakumar, Anil Kalia and Drew M Young of DLA Piper LLP (US) and David Ryan, Eddie Ahn, James Philips, Martin Jamieson, Kelly Morrison and Jake Thornton of DLA Piper Australia Pty Ltd acted as legal advisors to Credible. PJT Partners, LP acted as financial adviser to the special committee and provided a fairness opinion and David D'Urso, Eli Miller and Timothy Clark of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to the special committee of Credible. Sarkis Jebejian and David B. Feirstein of Kirkland & Ellis LLP and Herbert Smith Freehills acted as legal advisors to Fox. James Synge acted as advisor to Credible. Computershare Investor Services Pty Limited acted as registrar for Credible.