Cook E Services Australia Pty Ltd signed a scheme implementation deed to acquire Youfoodz Holdings Limited (ASX:YFZ) from RGT Capital Pty Limited and others for approximately AUD 130 million on July 13, 2021. In the acquisition, Cook E Services will acquire 134.4 million shares at a price of AUD 0.44 per share in cash. HelloFresh intends to fund the Scheme Consideration with existing cash reserves, which as of June 30, 2021 approximately AUD 1.48 billion using the exchange rate as of June 30, 2021. Break fee is set as AUD 1.3 million. The transaction is subjected to approval from shareholders of Youfoodz Holdings Limited and court approval. As of September 2, 2021, The Federal Court of Australia approved the transaction and board of directors of Youfoodz has carefully considered the terms and conditions of the Scheme and unanimously considers the Scheme to be in the best interests of Shareholders. As on October 8, 2021, Youfoodz shareholders voted in favour of the proposed scheme of arrangement with HelloFresh SE. The Scheme remains subject to the approval of the Federal Court of Australia (Court) and scheduled on October 13, 2021. If the Court approves the Scheme, Youfoodz proposes to lodge an office copy of the orders of the Court with the Australian Securities and Investments Commission. As of October 13, 2021, the Federal Court of Australia made orders approving the proposed scheme of arrangement.

The transaction is expected to be finalized in October 2021. As of August 10, 2021, transaction will close by end of October 2021. As of September 2, 2021, transaction record date is set to October 20, 2021 and transaction is expected to close on October 27, 2021. Greenhill & Co. Australia Pty Limited acted as financial advisor and Lance Sacks, Rick Troiano of Baker & Mckenzie acted as legal advisor to Youfoodz Holdings Limited (ASX:YFZ). Grant Thornton acted as fairness opinion provider. Youfoodz estimates to incur advisory fee of AUD 1.1 million.

Cook E Services Australia Pty Ltd completed the acquisition of Youfoodz Holdings Limited (ASX:YFZ) from RGT Capital Pty Limited and others on October 13, 2021. The Scheme is now legally effective on October 13, 2021, and it is expected that quotation of Youfoodz shares on the ASX will be suspended from the close of trading on October 13, 2021.