MRI Software Limited reached agreement to acquire Castleton Technology plc (AIM:CTP) from a group of shareholders for £77.6 million on April 15, 2020. Under the terms of the transaction, MRI Software Limited will pay £0.95 per share to acquire entire issued and to be issued ordinary share capital of Castleton Technology plc. MRI Software Limited has received support for the acquisition from Castleton Technology plc shareholders holding a total of 38.7 million Castleton Technology plc shares. Upon completion, Castleton Technology plc will make an application to the London Stock Exchange for the cancellation of the admission of the Castleton Technology plc shares to trading on AIM to take effect on or shortly after the effective date. The cash consideration will be financed by way of a USD-denominated credit agreement dated February 10, 2020 and made among, inter alios, MRI, MRI Intermediate Holdings II LLC, MRI Debt Merger Sub, LLC and Golub Capital Markets LLC as administrative agent and collateral agent; and an intra-group loan agreement between MRI and MRI Software Limited. Upon completion, Castleton will continue as usual. The Non-Executive Directors intend to resign as Directors of Castleton Technology plc with effect from completion of the acquisition. Following the acquisition becoming effective, MRI Software Limited intends to review the management, governance and incentive structure of Castleton, forming part of MRI Software Limited’s post-effective date review. MRI Software Limited intends to maintain Castleton's existing corporate headquarters in Sutton Coldfield. The transaction is subject to among other things, the requisite approvals of Castleton Technology plc’s shareholders, the requisite approval of Primary Health Properties’s shareholders, all statutory or regulatory obligations in any relevant jurisdiction having been complied, the court sanctioning the transaction, and approval by all appropriate third parties which are necessary. The transaction has been unanimously approved by the Board of Directors of both Castleton Technology plc and MRI Software Limited. As of May 26, 2020, transaction is approved by Commonwealth Treasurer of Australia. The court meeting and the general meeting of Castleton Technology plc shareholders will be held on May 26, 2020. On May 26, 2020, shareholders of Castleton Technology approved the acquisition. As of June 4, 2020, the Court has sanctioned the Scheme. As of May 26, 2020, transaction is expected to be complete on June 3, 2020. Dominic Emery and Junya Iwamoto of Raymond James Financial International, Ltd. acted as financial advisor while David Holdsworth and Dipak Bhundia of Kirkland & Ellis International LLP acted as legal advisor to MRI Software Limited. Jonny Franklin-Adams, Henrik Persson, Simon Hicks and Andrew Burdis of FinnCap Ltd. acted as financial advisor while DAC Beachcroft LLP acted as legal advisor to Castleton Technology plc. Osborne Clarke has advised Raymond James Financial International in the transaction.