In December 2018, Trade Me Group Limited announced it had entered into a Scheme Implementation Agreement (SIA) with Titan AcquisitionCo New Zealand Limited (Titan), a New Zealand company owned by Apax IX Fund, a fund advised by Apax Partners. Under the SIA, Titan agreed to acquire 100% of Trade Me shares for NZ$6.45 per share via a Scheme of Arrangement.
The SIA is subject to a number of conditions, including Titan receiving consent to the acquisition from New Zealand’s Overseas Investment Office (“OIO”).
OIO consent has now been received by Titan.
The remaining key conditions are the approval of the Scheme of Arrangement by Trade Me’s shareholders, and approval by the High Court.
Trade Me shareholders will vote on the Scheme of Arrangement at a special meeting to be held on 3 April 2019.
A Scheme Booklet, including the Notice of Meeting for the Scheme Meeting and the Independent Adviser’s report by Grant Samuel & Associates Limited, will be sent to Trade Me shareholders on or about 19 March 2019 and will also be made available online through the NZX and ASX announcement platforms and at investors.trademe.co.nz before that date. The Scheme Booklet contains all the information that Trade Me shareholders should need to assess the merits of the Scheme before voting.
Trade Me chairman David Kirk said: “Titan's receipt of OIO consent is an important milestone in the progress of the Scheme and we’re pleased that this consent has been received in advance of the special shareholder meeting. We look forward to Trade Me shareholders’ participation at that meeting and, in the meantime, ask shareholders to carefully read the information about the Scheme that they will receive in the next couple of weeks.
“There are special statutory thresholds required for the vote so it’s important that shareholders do have their say. The directors of Trade Me are unanimously recommending that shareholders approve the Scheme, unless a superior proposal emerges.”