Vistra Group Management (Asia) Limited entered into a scheme of arrangement to acquire Mainstream Group Holdings Limited (ASX:MAI) from Byram Johnson, Martin Smith, John Plummer and others for approximately AUD 170 million on March 8, 2021. Under the transaction, Vistra will acquire 138.08944 million Minstram shares at aprice of AUD 1.2 per share. Shares representing the 4,267,982 equity rights which will vest on change of control and participate in the Scheme. All remaining equity rights on issue will be cancelled prior to the record date for the Scheme for nil consideration. In the event that the Scheme does not become effective within 120 days of the date of execution of the deed, Mainstream may pay a special fully franked dividend of up to AUD 0.01 per Mainstream Share each month until the Scheme does become effective. Vistra will fund the purchase from existing internal cash reserves and undrawn finance facilities. Vistra has also entered into conditional call option agreements with entities controlled by Mainstream directors and significant shareholders Byram Johnson, Martin Smith and John Plummer to, separately, grant Vistra conditional options to buy, in aggregate, a total of 19.9% of Mainstream shares. Mainstream is free to solicit competing proposals until 11:59 pm (Sydney time) on April 11, 2021, pursuant to agreed ‘go shop’ arrangements. As on April 11, 2021, a Superior Proposal has emerged from SS&C Technologies Holdings for AUD 2 per share in cash by way of a scheme of arrangement. Vistra has until Friday, April 16, 2021, to match, or offer more favourable terms, as detailed in the Scheme Implementation Deed with Vistra. Mainstream will pay a break fee of AUD 0.75 million or AUD 1.708 million in any other case, as mentioned in deed. Mainstream Chief Executive Officer and Director, Martin Smith, intends to remain with the business. Transaction is subject to customary conditions including certain regulatory and other approvals (being approval under the Foreign Acquisitions and Takeovers Act 1975 and in other overseas jurisdictions in which Mainstream operates), Mainstream shareholder approval, court approval, no material adverse change, no occurrence of a regulated event and no material breach of warranty by Mainstream or Vistra. The Scheme also remains subject to a number of regulatory approvals, such as Australian Foreign Investment Review Board, and other regulatory authority approvals in jurisdictions where Mainstream operates. The Directors of Mainstream unanimously recommend that Mainstream shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of shareholders. Having carefully considered the Scheme, Byram Johnson, Martin Smith and John Plummer, three of Mainstream’s directors and also major shareholders, holding approximately 37.9% of the voting rights of Mainstream, intend to vote the Mainstream Shares under their respective control in favour of the Scheme. Subject to the same qualifications, each of the other Directors of Mainstream intend to vote all of the Mainstream Shares under their control in favour of the Scheme. Effective date of the transaction is early June 2021 and implementation date is Mid-June 2021. Miles Advisory Partners Pty Ltd. acted as financial advisor and Maddocks Inc. Pty Ltd. acted as legal advisor to Mainstream Group. Investec Capital Asia Limited acted as financial advisor. Michael Gajic, Holly Robson, Richard Batten, David Moore, Gordon Williams, Sally Wong and Serge Nassif of MinterEllison acted as legal advisors to Vistra Group Management (Asia) Limited. Vistra Group Management (Asia) Limited cancelled the acquisition of Mainstream Group Holdings Limited (ASX:MAI) from Byram Johnson, Martin Smith, John Plummer and others on April 16, 2021. Transaction terminated as Vistra has not matched the Superior Proposal from SS&C Technologies Holdings. Vistra’s matching deadline ended on April 16, 2021. Accordingly, Mainstream is pleased to announce it is now pursuing SS&C Proposal, which is Qualifying Superior Proposal. As a part of termination, Mainstream will now pay AUD 1.708 million break fee to Vistra.