DuluxGroup Limited (ASX:DLX) made an offer to acquire remaining 80.04% stake in Alesco Corporation Limited (ASX:ALS) from a group of shareholders for approximately AUD 150 million in cash on May 1, 2012. DuluxGroup will acquire approximately 94.2 million shares of Alesco and will pay AUD 2 for each share of Alesco. The group of shareholders includes BT Investment Management Limited, Dimensional Fund Advisors LP, Northcape Capital Pty. Ltd., Argo Investments Limited, Royal Bank of Canada, Banking & Securities Investments, Wilson Asset Management (International) Pty Limited, QIC Limited, MBC Investments Pty Ltd and Cellarview Pty Ltd. As per the terms of the offer, the shareholders of Alesco will be paid certain value for Alesco shares in cash at a time of uncertain economic conditions. The transaction will be funded from the new debt facilities established by DuluxGroup totaling AUD 270 million, consisting of a 3 year revolving loan of AUD 220 million and an 18 month bridge loan of AUD 50 million, in each case commencing from the date of the facility agreement being April 30, 2012 and the unused capacity within existing facilities.

The transaction is subject to conditions including minimum acceptance of at least 90% of Alesco Shares, approvals by Governmental Agency, Alesco shareholders, confirmation from Alesco of earnings and liabilities, no termination, acceleration or certain other rights being exercised under any existing Alesco agreements which are material and S&P/ASX 200 Index does not close below 3,950 for three or more consecutive trading days. DuluxGroup intends to proceed with compulsory acquisition of the outstanding Alesco shares, if DuluxGroup acquire a relevant interest in 90% or more of the Alesco shares. The transaction is expected to be earning per share accretive to DuluxGroup in the first full year of ownership. As on May 7, 2012, Alesco advised its shareholders to take no action on DuluxGroup offer.

As of May 21, 2012, a replacement bidder's statement issued by DuluxGroup replaces the original bidder's statement. This first supplementary bidder's statement has been approved by a unanimous resolution passed by the Directors of DuluxGroup. As per the new bidder's statement, the offer will be open for acceptance from May 25, 2012 to June 26, 2012. As of June 12, 2012, the Board of Alesco Corporation recommends its shareholders to reject the offer as the offer is inadequate and does not reflect fair value for Alesco shares. As of June 19, 2012, the offer closing date is extended from June 26, 2012 to July 20, 2012. As on June 25, 2012, the second supplementary bidder`s statement has been approved by a unanimous resolution passed by the directors of DuluxGroup. As of July 13, 2012, the offer period has been extended to August 13, 2012. DuluxGroup also waived off the conditions of obtaining regulatory approvals, earnings confirmation, no litigation on foot or pending and no break-fee. The financiers of Dulux have given a go ahead to waive for the 90% minimum acceptance condition. As of July 13, 2012, the Board of Alesco Corporation recommends its shareholders to reject the offer or take no action as the offer is inadequate.

As of July 23, 2012, DuluxGroup lifted its takeover offer for Alesco to AUD 2.05 per share. The offer will remain open till August 28, 2012. The Board of Alesco Corporation again recommended its shareholders to reject the offer or take no action as the offer is inadequate. On July 31, 2012, Northcape Capital and Wilson Asset Management confirmed to Dulux that they will tender all of the Alesco shares they hold or control into the institutional acceptance facility (IAF) for the offer. As on August 17, 2012, DuluxGroup recommends to accept the offer. As on August 21, 2012, the offer period has been extended to expire on September 11, 2012. As on August 29, 2012, Alesco Corporation rejects DuluxGroup's inadequate AUD 2.05 per share offer. As on September 4, 2012, it was announced that the offer period is extended to October 2, 2012. As on September 7, 2012, Dulux announced that in the absence of an Alesco Board recommendation, DuluxGroup will declare its offer unconditional on or after October 1, 2012 once it has in aggregate 50.1% or more and the offer shall now close on October 8, 2012.

As of September 11, 2012, all of Alesco's largest shareholders supported the offer. The offer will be declared unconditional on or after October 1, 2012, once DuluxGroup has 50.1%. DuluxGroup values and wishes to retain capable and experienced senior management of Alesco. The Board recommendation to Alesco shareholders to take no action remains unchanged. As on September 21, 2012, DuluxGroup received valid acceptances for 50.2% stake in Alesco Corporation Limited. DuluxGroup has decided to declare the offer unconditional on October 1, 2012.

As on September 28, 2012, DuluxGroup entered into agreement to acquire remaining 80.04% stake in Alesco Corporation Limited from a group of shareholders for approximately AUD 150 million. Alesco Board unanimously recommended that shareholders should accept DuluxGroup offer. DuluxGroup extended its offer to December 7, 2012. DuluxGroup has agreed not to declare its offer unconditional while there is a possibility that an additional dividend can be paid. As of October 8, 2012, DuluxGroup received acceptances representing 61.4% of Alesco shares. As on November 16, 2012, DuluxGroup and Alesco Corporation have received a positive draft class ruling from the Australian Taxation Office. DuluxGroup intends to declare its offer unconditional and proceed with the payment to accepting shareholders within five business days.

As of November 26, 2012, DuluxGroup owns 85.79% stake in Alesco Corporation. As of November 28, 2012, DuluxGroup owns 86.4% stake in Alesco Corporation. DuluxGroup currently intends to declare its offer unconditional on December 12, 2012. As of December 12, 2012, the offer is declared unconditional.

Ron Malek and Jamie Garis of Greenhill Caliburn acted as financial advisor and King & Wood Mallesons acted as legal advisor for Alesco Corporation. Macquarie Capital (Australia) Limited acted as financial advisor, Computershare Investor Services Pty Ltd acted as share registrar and Gilbert + Tobin acted as legal advisor to Dulux Group. Angus Urquhart, Tim Duncan and Scott Hinton of Hintons acted as PR advisors to Dulux Group. Amanda Lee of FTI Consulting acted as PR advisor to Alesco. PricewaterhouseCoopers acted as accountant for Dulux Group. Pacific Custodians Pty Ltd acted as registrar for Alesco Corporation. Link Market Services Limited acted as registrar. Lonergan Edwards & Associates Limited provided fairness opinion to Alesco Corporation Limited. KPMG Transaction Services (Australia) Pty Limited acted as accountant to Alesco. KPMG Transaction Services (Australia) Pty Limited will be paid fee of AUD 0.22 million.

DuluxGroup Limited (ASX:DLX) completed the acquisition of remaining 80.04% stake in Alesco Corporation Limited (ASX:ALS) from a group of shareholders on January 11, 2013. As at the close of the offer, DuluxGroup's relevant interest in Alesco was 96.55%. DuluxGroup intends to acquire the remaining shares in Alesco pursuant to the compulsory acquisition.