Centuria Platform Investments Pty Ltd signed a bid implementation agreement to acquire Augusta Capital Limited (NZSE:AUG) from a group of shareholders for approximately NZD 180 million on January 29, 2020 in a tender offer transaction. Under the agreement, Augusta shareholders will be able to elect or receive either up to NZD 2 per share as cash consideration or Centuria Capital Group scrip. The offer price will be adjusted for any Augusta distributions from the date of the bid implementation agreement, excluding a fully imputed permitted dividend of up to NZD 1.625 cents per Augusta share, in respect of Augusta’s calendar quarter ended December 31, 2019. Augusta shareholders who elect to receive Centuria scrip will receive 0.807 Centuria Capital Group securities in consideration for each Augusta share held. If the offer is made in accordance with the bid implementation agreement, Augusta’s Independent Directors Committee has agreed to unanimously recommend that Augusta shareholders accept the offer, in the absence of any superior proposal and subject to the offer price being within the independent adviser’s value range. Centuria will fund the transaction through its existing cash reserves of AUD 32.1 million (AUD 33.19 million), new debt facilities of AUD 50 million (NZD 51.7 million) and the net proceeds of funds raised through a placement of AUD 60 million (NZD 62.21 million). Augusta Capital must pay to Centuria Platform as break fee NZD 2 million under certain circumstances. The transaction is subject to the approval of the Overseas Investment office in relation to sensitive land regulations, Augusta shareholders accepting the offer for at least 90% of the Augusta shares, executive employment agreements, material third party consents and other conditions. The transaction is subject to other customary conditions including prohibitions on changes to Augusta’s capital structure, prohibitions on distributions and requirements to operate the Augusta business in the ordinary course. Augusta‘s Independent Board Committee unanimously recommends the transaction. Moelis Australia Advisory Pty Ltd acted as a financial advisor to Centuria, whereas, HWL Ebsworth and Harmos Horton Lusk acted as legal advisers to Centuria. Moelis Australia and UBS AG acted as underwriters for the private placement.