VetPartners Pty. Ltd. entered into a scheme implementation deed to acquire National Veterinary Care Ltd (ASX:NVL) from a group of shareholders for approximately AUD 250 million on December 16, 2019. VetPartners will pay AUD 3.7 per share. In case of scheme termination, the responsible party will pay AUD 2.5 million to the other party. On the implementation date NVL must take all actions necessary to appoint the persons nominated by VetPartners as new Directors of NVL and procure that all Directors on NVL Board resigns. The transaction is subject to certain conditions which must be satisfied before the Scheme is implemented, including NVL shareholder approval, Court approval, approval from the Australian Foreign Investment Review Board, Australian Securities and Investments Commission and ASX. NVL’s Directors unanimously recommend that NVL shareholders vote in favor of the Scheme, in the absence of a superior proposal emerging and subject to the Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of NVL shareholders. Subject to those same qualifications, each Director of NVL that holds or controls NVL shares intends to vote or cause those shares to be voted in favor of the scheme. Scheme meeting of NVL Shareholders is expected to be held March 16, 2020. The Scheme Meeting of NVL Shareholders will be held on March 19, 2020. The scheme is expected to be implemented April 6, 2020. As of February 14, 2020, scheme implementation date is April 8, 2020. As of February 20, 2020, the condition precedent requiring VetPartners to obtain Foreign Investment Review Board approval for the scheme is therefore deemed to be waived. The board of directors have unanimously recommended that, in the absence of a superior proposal and subject to the Pilot Advisory Pty Ltd continuing to conclude that the scheme is in the best interests of shareholders. The Pilot Advisory Pty Ltd has concluded that the proposed scheme is fair and reasonable and therefore in the best interests of NVC shareholders in the absence of a superior proposal. As on March 19, 2020, the transaction has been approved by shareholders of National Veterinary. As of March 25, 2020, the Supreme Court has approved the scheme of arrangement in relation to the acquisition of NVC by VetPartners. NVC shareholders is expected to receive the scheme document and consideration of AUD 3.7 on April 1, 2020. Franki Ganter, Alf Pappalardo, John Hedge of Allens acted as legal advisors, InterFinancial Corporate Finance Limited and Wilsons Corporate Finance Limited acted as financial advisors and Link Market Services Limited acted a share registrar to NVL in the scheme. David Zwi, Sanushka Seomangal and Jeremy Wilkin of Thomson Geer Lawyers acted as legal advisor to VetPartners. Clairfield Australia acted as financial advisor and Pilot Advisory Pty Ltd acted as independent expert and BDO Services Pty Ltd acted as tax adviser to National Veterinary Care Ltd. VetPartners Pty. Ltd. completed the acquisition of National Veterinary Care Ltd (ASX:NVL) from a group of shareholders on April 8, 2020. With the implementation of the Scheme, Susan Forrester AM, Tomas Steenackers and Kaylene Gaffney resigned as directors and Janita Robba resigned as company secretary of NVC. John Burns, Brett Hodgkin and Shane Matthews have been appointed as the new directors and John Burns has been appointed as company secretary of NVC. The trading in NVC shares on the ASX was suspended on March 25, 2020 and NVC will apply to the ASX to have quotation of its shares terminated and for NVC to be removed from the official list of the ASX.