Wesfarmers Limited (ASX:WES) made an indicative, non-binding and conditional proposal to acquire Kidman Resources Limited (ASX:KDR) from Western Areas Limited (ASX:WSA), Geoff Kinghorn and others for approximately AUD 770 million on April 17, 2019. On May 23, 2019, Wesfarmers Limited entered into scheme implementation deed to acquire Kidman Resources Limited from Western Areas Limited, Geoff Kinghorn and others Wesfarmers will pay AUD 1.9 per share in cash by way of a scheme of arrangement. The transaction will be funded through Wesfarmers' existing balance sheet capacity and debt facilities. On the effective date, Kidman must appoint two nominees of Wesfarmers Limited as observers to the Kidman Board and all directors of Kidman will resign as soon as practicable on implementation date. If the Scheme is approved by Kidman Shareholders at this meeting and by the Court, and if all other necessary approvals and conditions for the Scheme are satisfied or waived, Kidman will become a wholly-owned subsidiary of Wesfarmers and be delisted from the ASX.

The scheme is subject to completion of satisfactory confirmatory due diligence by Wesfarmers, Federal Court of Australia approval, entry into scheme implementation agreement, approval of Kidman shareholders, Kidman conducting business as usual, including in respect of preparation of the definitive feasibility study underway on the Mt Holland Lithium Project, Kidman not agreeing any amendments to the joint venture and marketing agreements, or entering into any binding financing agreements, Kidman not entering into any agreements relating to a material acquisition or divestment of assets, interests (including gold and other base metals) or businesses, or relating to marketing or off-take arrangements, there being no other material changes to Kidman's business, operations or capital structure, no shop restriction, no talk restriction, Wesfarmers entering into an agreement with Sociedad Quimica y Minera de Chile S.A. to effect amendments to the Mt Holland joint venture agreement and final approvals from the Boards of Kidman and Wesfarmers. The Kidman Directors unanimously recommend that Kidman Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Kidman Shareholders. Transaction was approved by shareholders of Kidman on September 5, 2019.

Kidman Board has granted Wesfarmers up to four weeks to undertake exclusive confirmatory due diligence. During this period, the parties will negotiate a scheme implementation agreement, reflecting the key commercial terms of the proposal. Directors of Kidman intend to unanimously recommend that Kidman shareholders vote in favor of the scheme, in the absence of a superior proposal and subject to the independent expert concluding that the proposed scheme is in the best interests of shareholders. As of May 23, 2019, Board of Directors of Kidman recommended its shareholders to vote in favor of the transaction. First court hearing is expected in mid July 2019, second court hearing and Kidman shareholder's meeting is expected to take place in late August 2019. As of July 2, 2019, Kidman shareholders meeting is expected to take place on September 5, 2019. Kidman's major shareholders, board members and members of its key management, which together own about 17 per cent of Kidman's shares, support the takeover and intend to vote in favor of the scheme as long as there is no better offer. As per the update on August 1, 2019, All Kidman shareholders are encouraged to vote either by attending the scheme meeting and the general meeting in person, or by lodging proxy forms with the Kidman share register. On September 12, 2019, Federal Court of Australia approved the transaction. On September 13, 2019, transaction was approved by shareholders of Kidman and the scheme becomes legally effective. The scheme effective date will be late August 2019 while implementation will be done in early September 2019. As of September 5, 2019, scheme implementation date is September 23, 2019. Greenhill & Co. Australia Holdings Pty Ltd. acted as financial adviser and Ron Smooker, Cath Debreceny, Sharee Darwinkel and Alexandra Hodsman of Maddocks Inc. Pty Ltd. acted as legal advisors for Kidman. Mark McAleer of Allens acted as legal advisor for Wesfarmers. KPMG Financial Advisory Services (Australia) Pty Limited acted as Fairness Opinion Provider to Kidman Resources Limited. UBS Group AG (SWX:UBSG) acted as financial advisor to Wesfarmers Limited (ASX:WES). Greenhill & Co., Inc. (NYSE:GHL) acted as financial advisor to Kidman Resources Limited.