Web.com Group, Inc. entered a scheme implementation deed to acquire Dreamscape Networks Limited (ASX:DN8) for approximately AUD 110 million on July 23, 2019. Web.com will pay AUD 0.27 in cash for each share of Dreamscape. For 2.8 million options and 11 million options exercisable at AUD 0.25 per option, Web.com will pay AUD 0.02 for each option, for 8.3 million options exercisable at AUD 0.35, Web.com will pay AUD 0.0097 for each option and for 6.8 million options exercisable at AUD 0.45, Web.com will pay AUD 0.0119 for each option. The payment to scheme shareholders will be done on October 29, 2019. The transaction will be funded from Web.com’s existing cash on balance sheet and its revolver facility. The termination fee for both Web.com and Dreamscape is AUD 1 million. The transaction is subject to conditions, including relevant ASIC, ASX, FIRB and Court approvals, approval of Dreamscape’s shareholders, Independent Expert concluding the scheme is in the best interests of Dreamscape’s shareholders and Dreamscape shareholders approve the entering into Siteplus option agreement to grant a call option over 100% of the issued share capital of Siteplus post implementation of the scheme. Dreamscape’s Independent Board Committee consider the scheme to be in Dreamscape’s shareholders’ best interests and unanimously recommends that Dreamscape shareholders vote in favor of the scheme. Dreamscape formed an Independent Board Committee comprising its directors Peter James, Ng Shin Ein and Evan Cross. Shareholder meeting of Dreamscape will be held on October 7, 2019. On October 7, 2019, the shareholders of Dreamscape Networks Limited approved the transaction. Following implementation of the scheme, it is intended that Dreamscape will request that ASX delist Dreamscape Shares from the ASX. As of October 7, 2019, Commonwealth Government does not object to the transaction. As of October 14, 2019, the transaction was approved by Supreme Court of Western Australia. The transaction is expected to implement in mid-October 2019. As per update on October 7, 2019, completion is expected to occur in late October 2019. As of October 14, 2019, the transaction is expected to be completed on October 15, 2019. Michael Bowen and Scott Gibson of DLA Piper Australia Pty Ltd acted as legal advisors and Venture Advisory Pty Ltd. acted as the financial advisor to Dreamscape. Adam D’Andreti, Kevin Ko, Dimitri Kalis, Michael Tong, Nick Chan, Jessica Liang, Alastair Corrigall, Simon Muys, Amelia McKellar, Melissa Fai, Spiro Papadolias, Lisa Lennon, James Pomeroy, Muhunthan Kanagaratnam and Jo Bayes of Gilbert + Tobin and Vijay S. Sekhon of Sidley Austin LLP acted as legal advisors to Web.com. Adam Myers and Sherif Andrawes of BDO Corporate Finance (WA) Pty Ltd acted as fairness opinion providers for to Dreamscape for a fee of AUD 43,000.