Laguna Bay Group Pty Ltd made proposal to acquire remaining 70.04% stake in Angel Seafood Holdings Limited (ASX:AS1) for AUD 22.6 million on December 20, 2021. Laguna Bay Group Pty Ltd entered into a Scheme Implementation Agreement to acquire 70.04% stake in Angel Seafood Holdings Limited (ASX:AS1) for AUD 22.6 million on December 20, 2021. As per the transaction, Laguna Bay Group Pty Ltd made the offer to acquire shares at AUD 0.20 per share. Pre acquisition Laguna Bay Group Pty Ltd 19.946% of the shares in Angel. Transaction is proposed to purchase all of the shares in Angel, which entities associated with Laguna Bay do not already own by way of a scheme of arrangement , with the exception of 16,178,927 shares held by CEO Isaac Halman and his affiliated entities.

The transaction is subject to several key conditions, including Laguna Bay conducting due diligence, Laguna Bay receiving all necessary approvals or regulatory waivers or relief, final approval by Laguna Bay's investment committee, recommendation by the Board of Angel, and the parties finalizing the detailed structure and entering into a scheme implementation agreement. Shareholders do not need to take any action in relation to the transaction at this stage. The Scheme is subject to certain conditions, including Angel shareholder approval, Court approvals, Australian Foreign Investment Review Board approval, no material adverse change occurring, certain operational consents being obtained, the cancellation of options, and other conditions precedent which are customary for transactions of this nature. The Independent Board Committee considers the proposed Scheme to be in the best interests of shareholders. Each of Angel's Directors consider the Scheme to be in the best interests of Angel's shareholders and unanimously recommend that Angel's shareholders vote in favour of the Scheme, subject to no Superior Proposal emerging and an independent expert determining that the Scheme is in the best interests of Angel's shareholders. The Scheme Implementation Agreement also details circumstances under which a break fee of AUD 325,000 may be payable by Angel to Laguna Bay. As of June 10, 2022, the transaction is approved by the shareholders of Angel Seafood. The transaction is approved by the Australian Securities and Investments Commission approving the scheme of arrangement, following following lodgment of the Federal Court of Australia orders and lodged application for Suspension from Official Quotation. Transaction is expected to be effective in mid May 2022 and implemented late May 2022.

Adam Brooks of Thomson Geer acted as legal advisor to Angel Seafood.

Laguna Bay Group Pty Ltd completed the acquisition of remaining 70.04% stake in Angel Seafood Holdings Limited (ASX:AS1) on June 21, 2022. Angel will apply for its shares to cease trading on ASX from the close of trading on June 21, 2022 and the Scheme is expected to be implemented on July 4, 2022, a date on which all Scheme Shareholders will be paid their Scheme Consideration, which in respect of each Scheme Share held by a Scheme Shareholder is a cash amount equal to AUD 0.2 per share.