Mastercard Incorporated (NYSE:MA) entered into Scheme Implementation Agreement to acquire Wameja Limited (ASX:WJA) from a group of shareholders for £96.9 million on September 10, 2020. Under terms of the consideration, Mastercard will pay £0.08 per share to acquire 1.2 billion shares. Wameja is obliged to pay a termination fee of £0.57 million (AUD 0.5 million) to Mastercard should Wameja not proceed with the Scheme for reasons other than a breach by Mastercard or the failure to obtain shareholder approval of the Scheme. Post completion of the transaction, Wameja will appoint Mastercard's nominees on the board of Wameja and the board of directors of each member of Wameja Group and procure that directors of Wameja and members of board of directors of Wameja Group nominated by Mastercard, resign with effect from the completion date of the transaction. The transaction is subject to approval from Court, Wameja's shareholders, Australian Securities and Investments Commission, Australian Stock Exchange, Australian Foreign Investment Review Board, National Bank of Belgium and necessary third-party approvals. MasterCard Incorporated if permits then Wameja Limited will get delisted. The transaction is also subject to cancellation of executive options and performance options, removal of all subsidiaries from Wameja Group and Wameja holding £4.4 million in cash on completion of the transaction. The transaction has been unanimously approved by Wameja's board of directors. As of December 3, 2020, approval of National Bank of Belgium to the Scheme has been obtained and Wameja's shares in HomeSend SCRL have been transferred from Wameja Investments Pty Ltd to Wameja Limited.

The scheme meeting is expected to be held in November 2020. As of October 23, 2020, Scheme Meeting will be conducted on December 16, 2020. Wameja and Mastercard have agreed to a short extension to the indicative transaction timetable for the Scheme. Implementation (Payment) Date is January 11, 2021. As of November 5, 2020, scheme implementation date has been extended to February 16, 2021 and scheme meeting will be held on January 27, 2021. As of December 3, 2020, transaction timetable has been again revised due to discussions have continued between Wameja and Mastercard to resolve the issues arising from the Potential Indemnity Claims, therefore scheme meeting postponed to March 12, 2021, first court date to February 4, 2021, second court date to March 18, 2021, last trading date to March 19, 2021, record date to March 23, 2021 and scheme implementation date extended to March 30, 2021. As of February 5, 2021, transaction timetable has been again revised due to discussions have continued between Wameja and Mastercard to resolve the issues arising from the Potential Indemnity Claims, therefore scheme meeting postponed to April 23, 2021, first court date to March 18, 2021, second court date to April 29, 2021, last trading date to April 30, 2021, record date to May 4, 2021 and scheme implementation date extended to May 11, 2021. As of April 9, 2021, scheme implementation date extended to May 24, 2021. As of May 24, 2021, scheme implementation date extended to June 18, 2021. As of June 18, 2021, scheme implementation date extended to July 2, 2021. As of July 6, 2021, scheme meeting will be held on September 2, 2021, second court date is September 9, 2021 and effective date will be September 10, 2021. Scheme implementation date has been extended to September 21, 2021. As of August 20, 2021, due to the New South Wales government's extension of the public health orders preventing all non-essential physical gatherings of people in Sydney until the end of September 2021, the scheme meeting will now be held solely as a virtual meeting. As of September 2, 2021, the transaction was approved by the shareholders of Wameja Limited.

Jonny Franklin-Adams, Charlie Beeson and Hannah Boros of FinnCap Ltd and Rothschild & Co SCA acted as the financial advisor for Wameja. Tom Rowe of Capital Corporate Law and Kate Jefferson and Nick O'Donel of Baker McKenzie acted as legal advisor for Wameja Limited and Mastercard Incorporated respectively. Computershare Investor Services Pty Limited acted as the share registry for Wameja Limited.

Mastercard Incorporated (NYSE:MA) completed the acquisition of Scheme Implementation Agreement to acquire Wameja Limited (ASX:WJA) from a group of shareholders on September 9, 2021. As on September 9, 2021, Federal Court of Australia (FCA) approved the Scheme and scheme became effective. The last date of trading is September 10, 2021. Scheme implementation date is scheduled on September 23, 2021. As on September 23, 2021, the scheme was implemented.