Complii FinTech Solutions Ltd (ASX:CF1) signed a bid implementation agreement to acquire PrimaryMarkets Limited from its Board and others for AUD 5.3 million on September 15, 2021. Pursuant to the terms of transaction, shareholders of PrimaryMarkets will receive 1.6838 fully paid ordinary shares in the capital of Complii, 0.2566 unlisted options each with an exercise price of AUD 0.075 and expiration date of 24 months after completion of the takeover offer, and 0.3368 unlisted options each with an exercise price of AUD 0.10 and expiration date of 24 months after completion of the takeover offer. Upon closing, PrimaryMarkets will become a wholly owned subsidiary of Complii. Upon completion of the acquisition PrimaryMarkets shareholders will own approximately 25% of Complii on both an undiluted and fully diluted basis. In the event of termination of transaction, the parties will be liable to pay a reimbursement of AUD 100,000 (plus GST), to other party. The offer will be subject to the satisfaction of certain bid conditions including a 90% minimum acceptance. If the conditions to the offer are not satisfied or waived before the end of the offer period, the proposed acquisition will not proceed. Complii intends to seek the approval of shareholders to appoint Gavin Solomon, Founder and Executive Co-Chairman of PrimaryMarkets, as an executive director to the Complii board effective on completion of the acquisition. Complii has agreed that mutually acceptable employment and incentive arrangements with Marcus Ritchie, James Green and Nicholas Capp will be finalised, put in place prior to and come into effect on completion of the transaction. Takeover offer period commences on September 29, 2021 and will end on November 2, 2021. Complii annual general meeting will be held on October 26, 2021 in regard to appointment of executive director, among others. Commencement of compulsory acquisition process of takeover offer will be on November 3, 2021. The Board of Complii has unanimously recommended the transaction. The Board of PrimaryMarkets (representing approximately 40% of all shares in PrimaryMarkets) has also unanimously recommended shareholders to accept the offer. As of October 26, 2021, all conditions fulfilled. Blue Ocean Equities Pty Limited acted as financial advisor for Complii and will receive 6 million shares of Complii for corporate advisory services associated with the transaction. Complii FinTech Solutions Ltd (ASX:CF1) completed the acquisition of PrimaryMarkets Limited from its Board and others on November 2, 2021.