Federation Asset Management Pty Ltd and Squadron Wind Energy Development Pty Ltd made a non-binding and indicative proposal to acquire the remaining 81.3% stake in Windlab Limited (ASX:WND) from Federation Asset Management Pty Ltd, Lend Lease Ventures Pty Ltd. Rhodium Capital Pty Limited, Jencay Capital Pty Ltd, Moelis Australia Asset Management Ltd and others for AUD 55.5 million on January 20, 2020. Federation Asset Management Pty Ltd and Squadron Wind Energy Development Pty Ltd entered into an agreement to acquire remaining 81.3% stake in Windlab Limited on March 4, 2020. Under the terms of the offer, AUD 1 per share will be paid to acquire the remaining shares of Windlab Limited. Warrant holders holding warrants expiring on 1 April 2021 will receive AUD 0.0145 per Windlab Warrant. For Windlab Options that have an exercise price that is less than the Scheme Consideration, the consideration payable for the cancellation is equal to the Scheme Consideration less an amount equal to the exercise price of the Windlab Option. The aggregate consideration payable for the cancellation of all Windlab Options on issue that are “in the money”, is AUD 461,000. For Windlab Options that have an exercise price that is more than the Scheme Consideration, the consideration payable for the cancellation has been calculated based on a Black Scholes calculation of the value of the option on the anticipated Implementation Date. The consideration paid will be AUD 0.11, AUD 0.18 and AUD 0.21 per Windlab Option for options expiring on 1 December 2022, 12 April 2023 and 30 June 2023 respectively. The consideration payable for the cancellation of each Windlab Performance Rights is equal to the Scheme Consideration of AUD 1.00 per Windlab Share. The Bidder Consortium Members have agreed to provide the Equity Funding in the following proportions; AUD 4.6 million by Federation HoldCo and AUD 52.2 million by Squadron HoldCo. Upon completion of the transaction, Federation Asset and Squadron Wind Energy will own 100% stake in Windlab Limited. Windlab Limited has agreed to certain customary exclusivity provisions during the exclusivity period including no shop, no talk and no-due diligence restrictions, and notification and matching rights. Windlab will pay a break fee of AUD 0.7 million. Upon completion of the transaction, Windlab’s head office remains in Canberra. The transaction is subject to a number of conditions including completion of confirmatory due diligence satisfactory to Federation Asset Management Pty Ltd, any required regulatory approvals, entering into mutually acceptable transaction documentation (including a scheme implementation agreement) and Windlab Limited shareholders and court approval. The scheme meeting by Windlab will be held on June 5, 2020. Windlab will apply to the Supreme Court of New South Wales for approval of the scheme at a hearing scheduled to take place on June 12, 2020. The transaction has been unanimously approved by the Board of Directors of Windlab Limited. As on June 5, 2020, shareholders of Windlab Limited approved the transaction. As of June 12, 2020, Supreme Court of New South Wales approved the transaction and scheme is now legally effective. A special transaction implementation committee will be formed as a part of the acquisition. The transaction is expected to be implemented in late June. As of April 30, 2020, the transaction is expected to close June 26, 2020. Moelis Australia Advisory Pty Ltd acted as financial advisor while Geoff Cairns of Dentons Australia acted as legal advisor to Windlab Limited. Sandy Mak of Corrs Chambers Westgarth acted as legal advisor and PricewaterhouseCoopers Securities Ltd. acted as financial advisor to Federation Asset Management Pty Ltd and Squadron Wind Energy Development Pty Ltd in the transaction. KPMG Corporate Finance has been appointed by the board as an independent expert to prepare a fairness opinion report of the transaction. Computershare Investor Services Pty Limited acted as registrar to Windlab Limited. Federation Asset Management Pty Ltd and Squadron Wind Energy Development Pty Ltd completed the acquisition of remaining 81.3% stake in Windlab Limited (ASX:WND) from Federation Asset Management Pty Ltd, Lend Lease Ventures Pty Ltd. Rhodium Capital Pty Limited, Jencay Capital Pty Ltd, Moelis Australia Asset Management Ltd and others for on June 26, 2020. Windlab has applied to be removed from the official list of the ASX and expects delisting to occur from the close of trading today.