Court ruling on Think schemes of arrangement pave way for Busy Bees deal to close as planned
The Federal Court of Australia has now lodged orders approving the Think Childcare and Think Development schemes of arrangement with the Australian Securities and Investments Commission (ASIC) paving the way for the implementation date of the transaction to proceed as planned on 21 October 2021.
The deal will see Busy Bees Early Learning Australia (Busy Bees Australia) acquire 100 per cent of Think Childcare for the aggregate consideration of around $196 million, or $3.20 per share, and assume ownership of Think’s entire portfolio of 73 operating centres and two greenfields sites.
Post the acquisition Busy Bees Australia will have a network of around 148 services across Australia, just ahead of the Affinity Education Group who up until now were the third largest long day care provider in Australia, behind Goodstart Early Learning and G8 Education Ltd.
Ownership of the development arm of the group, Think Development, will not be transferred to Busy Bees Australia with entities controlled by Matthew Edwards, the founder and CEO of Think Childcare, taking ownership of the company and the greenfield pipeline of 36 centres within it.
Federal Court orders now lodged, countdown to implementation begins
WIth the Federal Court of Australia having made orders to approve both the Think Childcare and Think Development schemes of arrangement on the 6 October 2021, and then subsequently lodging the orders with ASIC, the schemes are now legally effective and pave the way for the final implementation.
Coincident with the orders being lodged with ASIC, Think’s securities listed on the ASX were suspended, with all eligible security holders at that time now entitled to a final dividend payment and ultimately the payment of the $3.20 in consideration from Busy Bees Australia.
With the key procedural and legal processes completed, the transaction is now on course to finalise on 21 October 2021 at which point implementation will be complete and Busy Bees will assume ownership of the Think portfolio.