Serendipity (WA) Pty Ltd entered into a Scheme Implementation Deed to acquire Konekt Limited (ASX:KKT) for AUD 51.8 million on October 8, 2019. The consideration is AUD 0.49 per share in cash. The Konekt directors are anticipating paying a fully franked special dividend of up to AUD 0.05 per Konekt share in cash on or shortly prior to the implementation of the scheme (“special dividend”). The scheme consideration of AUD 0.49 per Konekt Share will be reduced by the cash amount per share of the special dividend. A maximum of 1.04 million performance rights will paid off and the option holders will get a sum equivalent to the difference between the exercise price of those Konekt options and the scheme consideration. As of November 7, 2019, the offer price was increased to AUD 0.64 per share which is inclusive of the special dividend of AUD 0.05 per Konekt share that was declared on October 25, 2019. On November 21, 2019, the offer price was increased to AUD 0.7 per share (inclusive of a AUD 0.05 special dividend). The scheme implementation deed also details circumstances under which Konekt may be required to pay Serendipity (WA) Pty Ltd a reimbursement fee equal to 1% of the equity value implied by the scheme consideration. Konekt reimbursement fee is AUD 0.53 million. As of November 7, 2019, reimbursement fee was increased to AUD 1 million. Konekt must as soon as practicable take all reasonable steps to cause the appointment of the nominees of Bidder to the Konekt Board and procure that each director of Konekt resigns from their office as a director of Konekt by providing to the Konekt Board their resignation in writing. In a related transaction, a competing bid was made by a related body corporate of MAXIMUS, Inc. (NYSE:MMS) to acquire Konekt Limited for AUD 0.70 per Konekt share (inclusive of a AUD 0.05 special dividend). The transaction is subject to number of conditions, including approval of Konekt shareholders and the Court, Serendipity (WA) Pty Ltd receiving approval from the Foreign Investment Review Board (FIRB), including obtaining consent for the change of control resulting from the scheme in relation to certain government contracts, regulatory approvals, no material adverse change, regulated event or prescribed occurrences, the Independent Expert concluding (and continuing to conclude) that the scheme is fair and reasonable and in the best interests of Konekt shareholders and consent to the change of control resulting from the scheme in relation to certain government contracts. Konekt Directors unanimously recommend that Konekt Shareholders vote in favor of the scheme at the scheme meeting on December 3, 2019. As of October 30, 2019, Federal Court of Australia has approved to convene the meeting of shareholders of Konekt Limited to be held on December 3, 2019. The independent expert has concluded that scheme is fair and reasonable. As of November 7, 2019, The Konekt Directors (who collectively hold approximately 23.3% of the Konekt shares on issue as at the date of this announcement) have carefully considered the revised offer from APM and unanimously recommend that you vote in favor of the scheme in the absence of a superior proposal and provided that the Independent Expert continues to consider the Scheme to be fair and reasonable and in the best interests of Konekt shareholders. As of November 8, 2019, Konekt updated that the precedent condition should be satisfied n or before second court of Federal Court of Australia which is December 9, 2019. Konekt has received correspondence from Insurance and Care NSW and the Department of Employment, Skills, Small and Family Business confirming consent to the change of ownership and control associated with the Scheme and that no further action was required. The Directors of Konekt unanimously recommend the shareholder to vote in the favor of the scheme. The conditions are expected to be fulfilled by December 9, 2019. On December 2, 2019, the Board of Directors of Konekt Limited unanimously recommend and approved the transaction, Foreign Investment Review Board also approved the transaction. As on December 3, 2019, the shareholders of Konekt have approved the transaction at its shareholders scheme meeting. On December 9, 2019, the Federal Court approved the deal. The scheme will be effective on December 10, 2019. As of December 10, 2019, scheme of arrangement has become effective. The scheme is expected to be implemented on December 20, 2019. Miles Advisory Partners acted as financial advisor and Rachael Bassil of Gilbert + Tobin acted as legal advisor to Konekt. Computershare Investor Services Pty Ltd acted as share register to Konekt. Tony Story of Allens acted as legal advisor to Serendipity (WA) Pty Ltd. Lonergan Edwards & Associates Limited acted as fairness opinion provider to Konekt. BDO East Coast Partnership acted as accountant to Konekt. Ernst & Young Australia acted as a due diligence provider to Serendipity (WA) Pty Ltd. Serendipity (WA) Pty Ltd completed the acquisition of Konekt Limited (ASX:KKT) on December 20, 2019. Serendipity now holds all the shares of Konekt. The consideration has been paid on December 20, 2019. Trading in Konekt shares on the ASX was suspended from the close of trading on December 10, 2019. Konekt intends to apply to the ASX for Konekt to be removed from the official list of the ASX. Citigroup Global Markets Limited acted as financial advisor to Serendipity (WA) Pty Ltd.