NDC Holdco Pty Ltd agreed to acquire Pacific Smiles Group Limited (ASX:PSQ) for AUD300 million on April 29, 2024. Pacific Smiles will have the discretion to pay shareholders a fully franked dividend of up to a maximum of 12 cents per share, with the cash consideration of AUD1.90 per share under the Scheme to be reduced by the amount of any such Permitted Dividend. The Board of Pacific Smiles unanimously recommends shareholders vote in favor of the Scheme at the Scheme meeting, and the Directors will vote all Pacific Smiles shares in which they have a relevant interest or which they control in favor of the Scheme at the Scheme meeting.

The Scheme is conditional upon the satisfaction of certain conditions, including Pacific Smiles shareholder approval in accordance with the requirements of the Corporations Act 2001, Court and Foreign Investment Review Board (FIRB) approval; An Independent Expert concluding in its Independent Expert?s Report that the Scheme is in the best interests of Pacific Smiles shareholders; and Other customary conditions, including that no material adverse change or any prescribed occurrence occurs prior to the second Court hearing. The Scheme, if approved by Pacific Smiles shareholders, is expected to be implemented in August 2024. In the event that FIRB approval is delayed beyond 27 September 2024, a ticking fee of one cent per share per month will accrue after each full calendar month until FIRB approval is obtained.

The Scheme is expected to be implemented by the end of August 2024. Greenhill & Co. is acting as financial adviser to Pacific Smiles.

Gilbert + Tobin is acting as legal adviser to Pacific Smiles.