Foundation Early Learning Limited signed an agreement to acquire 22.1% stake in Think Childcare Group from Mathew Edwards, Seuss Tpywg Pty Ltd and Issamax Pty Ltd for AUD 37.4 million.

Foundation Early Learning Limited signed an agreement to acquire 22.1% stake in Think Childcare Group (ASX:TNK) from Mathew Edwards, Seuss Tpywg Pty Ltd and Issamax Pty Ltd for AUD 37.4 million on June 17, 2021. Foundation Early Learning will acquire 13.6 million shares at an offer per share of AUD 2.74. Mathew Edwards, Seuss Tpywg and Issamax will sell 6.8 million, 0.2 million and 6.7 million respectively.

Busy Bees and Think Childcare will pay a termination fee of AUD 1.95 million respectively. The transaction is subject to court approval, approval by FIRB, ACCC and other regulatory approvals, completion of an internal restructure involving the transfer of service approvals, completion of satisfactory due diligence, entry into a scheme implementation agreement on customary terms and conditions, including: (i) unanimous recommendation from the board of directors for Think Childcare securityholders to vote in favor of the scheme; (ii) typical deal protection and exclusivity arrangements (including a break fee, no talk, no shop, matching rights and notification provisions); and final approval of the Foundation Board which includes representatives of the Ontario Teachers' Pension Plan Board. Foundation will provide an update to Think Childcare as to whether it will require FIRB approval.

Revised proposal is subject to completion of satisfactory due diligence, definitive agreement, and final approval from Busy Bees Board, which includes representatives of the Ontario Teachers' Pension Plan Board and Temasek. Binding transaction will not be conditional on third party lender financing. Independent Board Committee intends to unanimously recommend the transaction.

The transaction is expected to close in early October 2021. Think Childcare has formulated an Independent Board Committee for assessment of the proposal by Foundation. Moelis Australia Advisory Pty Ltd acted as financial adviser and Bart Oude-Vrielink of MinterEllison acted as legal advisor to Think Childcare.

Rothschild & Co acted as financial advisor and Lyndon Masters, Alexander Samson, Kate Muller, Onno Bakker, Nicholas Boyle, Nicholas Turner, Mim Sherington, Sara de Haan, Matt Rozario, Kate Pickthall, James Stewart, Tarrant Sewell, Roger Hawkins and Jessica Lim of DLA Piper Australia as legal advisors to Busy bees, parent of Foundation Early.