Genius Education Holdings Pty Ltd made an unsolicited, indicative, conditional and non-binding proposal to acquire 66.2% stake in Mayfield Childcare Limited (ASX: MFD) for AUD 57.34 million on December 1, 2022. Under the terms of transaction, Genius agree to pay AUD 1.28 per share in Cash. As of January 20, 2023, the offer per share has been raised to AUD 1.35 per share.

Currently, Genius holds 21.7 million shares in Mayfield. As at the date of this announcement, Mayfield has received confidential approaches (Proposals) from multiple parties expressing interest in acquiring the Company. The Genius Proposal represented the highest offer price from the Proposals received and had the least conditions attached to completion.

The Mayfield Board determined that Genius proposal is in the best interests of Mayfield shareholders to allow Genius to proceed with its due diligence investigations and for the Board to engage further with Genius on an exclusive basis to progress the Genius Proposal. The Board of Mayfield has agreed to grant Genius the opportunity to conduct due diligence on an exclusive basis and to work cooperatively towards entry into a Scheme Implementation Agreement (SIA) with Genius according to the terms of the Genius Proposal. Mayfield has entered into a Confidentiality and Exclusivity Deed with Genius and granted Genius 1 month to undertake exclusive confirmatory due diligence and negotiate a binding SIA with Mayfield reflecting the key terms of the Genius Proposal.

The Genius Proposal is currently non-binding and remains subject to several conditions which are satisfactory completion of due diligence by Genius, Approval from Mayfield Childcare board and its shareholder along with regulatory and third party approval as well. Shareholders of Mayfield Childcare do not need to take any action in relation to the Genius Proposal at this stage. The Board of Mayfield is being advised by Canaccord Genuity (Australia) Limited and Steinepreis Paganin as financial and legal advisers, respectively.