Are Media Pty Limited entered into a binding sale agreement to acquire Ovato Retail Distribution Pty Ltd and Ovato Retail Distribution NZ Limited from Ovato Limited (ASX:OVT) for AUD 15 million on June 4, 2021. As per the transaction Are Media Pty Limited will pay purchase price of AUD 15 million in cash and the acceptance of a negative working capital position of approximately AUD 27 million. Are Media Pty Limited will pay AUD 10.05 million for Ovato Retail Distribution Pty Ltd and AUD 4.95 million for Ovato Retail Distribution NZ Limited. The acceptance of the AUD 27 million negative working capital position will be split with AUD 22.5 million for Ovato Retail Distribution Pty Ltd and AUD 4.5 million to Ovato Retail Distribution NZ Limited. Ovato Retail Distribution Pty Ltd reported revenue of AUD 51.2 million and EBIT of AUD 3.7 million and Ovato Retail Distribution NZ Limited reported revenue of AUD 9.5 million and EBIT of AUD 1.3 million for the financial year ended June 30, 2020.

The transaction is subject to regulatory approvals. Transaction is also subject to receiving clearance by the Australian Competition & Consumer Commission and New Zealand Commerce Commission. Ovato will continue to seek shareholder approval in respect of the Transaction to comply with ASX Listing Rule requirements on July 15, 2021. As per Lonergan Edwards & Associates Limited transaction is fair and reasonable. As of July 20, 2021, the New Zealand Commerce Commission has received a clearance application from Are Media Limited to acquire 100% of the shares in Ovato Retail Distribution NZ Limited. As of July 29, 2021, the ACCC will not oppose the proposed acquisition of Ovato Retail Distribution (ORD) by Are Media. Transaction expected to complete by the end of July 2021. Ovato Retail Distribution Pty Ltd transaction is expected to complete on July 31, 2021. Ovato Retail Distribution NZ Limited transaction is expected to complete on August 30, 2021. Transaction is expected to complete by August 31, 2021. Wayne Lonergan, Craig Edwards, Hung Chu, Martin Hall, Martin Holt, Grant Kepler, Julie Planinic, Nathan Toscan and Jorge Resende of Lonergan Edwards & Associates Limited acted as an independent experts to Are Media Pty Limited.

Are Media Pty Limited completed the acquisition of Ovato Retail Distribution NZ Limited from Ovato Limited (ASX:OVT) on August 31, 2021. The consideration is of AUD 5 million and the acceptance of any associated negative working capital.

Are Media Pty Limited completed the acquisition of Ovato Retail Distribution Pty Ltd and Ovato Retail Distribution NZ Limited from Ovato Limited (ASX:OVT) on August 31, 2021.