Pemba Capital Partners Pty Limited signed a scheme implementation agreement to acquire MSL Solutions Limited (ASX:MSL) for AUD 110 million on November 14, 2022. The offer price per share is AUD 0.295. The transaction has a break fee clause, where a termination fee of AUD 1.195 million is payable by MSL Solutions in case of breach of agreement.

The transaction will be funded by a mix of debt and equity. The transaction is subject to approval by the shareholders of MSL, approval by the board of MSL, approval by FIRB, ASX, ACCC, Court Approval. The transaction is also subject to all the convertible securities of MSL Solutions to be converted into equity before the implementation of scheme.

As of December 13, 2022, the transaction has received the FIRB approval. The transaction has been unanimously approved by the board of MSL, shareholders are recommended to vote in favor of the scheme. As of February 7, 2023, Court has approved the acquisition.

The scheme is expected to be implemented on February 17, 2023. MSL shareholders have been paid the Scheme consideration of AUD 0.295 cash for each MSL share held as at the scheme record date on February 10, 2023. This announcement has been approved for distribution by the Board of Directors of MSL Solutions Limited.

An application will be made to remove MSL from the ASX's official list, which is expected to take effect on and from close of trade on Monday, February 20, 2023. Miles Advisory Partners Pty Ltd. acted as financial advisor to MSL Solutions Limited, Talbot Sayer Lawyers acted as a legal advisor to MSL Solutions Limited. Ernst & Young Australia acted as financial and tax due diligence provider to Pemba Capital Partners Pty Limited.