Highlights
- The Federal Court has approved convening of the Scheme Meeting and distribution of the Scheme Booklet to VGW shareholders
- The Independent Expert has concluded that, on the basis of the Scheme Cash Consideration, the Scheme is fair and reasonable and in the best interests of VGW Shareholders, in the absence of a superior proposal
- LEO has now informed VGW that the Total Transaction Value of $5.05 per VGW share under the proposal represents BidCo’s best and final offer and the Scheme consideration will not be increased
PERTH, AUS – VGW Holdings Limited (“VGW” or the “Company”) on 2 June 2025 announced the proposed acquisition by BidCo (an unlisted special purpose company established by Lance East Office (“LEO”), the family office of VGW Founder and CEO, Mr Laurence Escalante) of all of the issued shares in VGW by way of a scheme of arrangement (“Scheme”).
The Scheme Booklet has now been approved by the Court for distribution to shareholders and includes a copy of the independent expert’s report prepared by Kroll Australia Pty Ltd (“Independent Expert”). It is available on VGW’s website at https://shareholders.vgw.co.
The Independent Expert has concluded that, on the basis of the Scheme Cash Consideration, the Scheme is fair and reasonable and in the best interests of VGW Shareholders, in the absence of a superior proposal. The Independent Expert has assessed the value of share on a controlling interest basis to be in the range of [$4.53 to $5.63] per share. The Total Transaction Value of $5.05 per VGW share falls within this range. The Independent Expert’s conclusion should be read in context with the full Independent Expert’s report and the Scheme Booklet.
Separately, LEO has now informed VGW that the Total Transaction Value of $5.05 per VGW share under the proposal represents BidCo’s best and final offer and the Scheme consideration will not be increased. As announced on 2 June 2025, as an alternative to the Scheme Cash Consideration, eligible VGW shareholders may elect to receive one share in BidCo for each VGW Share they hold as at the Scheme Record Date with respect to some or all of their VGW shares. This provides VGW shareholders with the opportunity to maintain an interest in the VGW business if they wish to do so and still vote in favor of the Scheme.
The VGW Independent Directors unanimously recommend that VGW shareholders approve the Scheme, in the absence of a superior proposal and subject to the Independent Expert maintaining its conclusion that, on the basis of the Scheme Cash Consideration, the Scheme is in the best interests of VGW shareholders (excluding Mr Escalante and his associated entities).
Mike Symons, VGW Independent Non-Executive Director and Chairman of the Independent Board Committee (“IBC”), said the Scheme provides VGW Shareholders with certainty of value for their investment in VGW and an opportunity to realise value in cash in the near-term as the company faces an environment with rapidly evolving US regulatory developments and increasing competition.
“Today is an important milestone in this proposed transaction, and the Independent Directors strongly encourage all shareholders to carefully consider the Scheme Booklet and the Independent Expert’s conclusion that the Scheme cash consideration is fair and reasonable,” Mr Symons said.
“We believe the Scheme represents an attractive outcome for shareholders, noting this is the best and final offer from LEO and that an alternative superior takeover proposal from another person is unlikely to emerge. As noted in the announcement on 2 June 2025, the IBC and its advisers negotiated several improved offers from LEO prior to announcement of the transaction, and LEO’s best and final statement confirms that the Scheme consideration will not be increased.”
Court Approval for Distribution of Scheme Booklet
On Friday, 27 June, 2025, The Federal Court of Australia (“Court”) made orders:
- That VGW convene and hold a meeting of VGW shareholders to consider and vote on the Scheme (“Scheme Meeting”); and
- Approving the distribution to VGW shareholders of the Scheme Booklet
The Scheme Booklet has been registered with the Australian Securities and Investments Commission (“ASIC”). A copy of the Scheme Booklet is available on VGW’s website at https://shareholders.vgw.co. The Scheme Booklet will also shortly (week commencing Monday 30 June, 2025) be sent to VGW shareholders by email or post depending on their elections for the method of receiving communications that they have previously provided to VGW.
Shareholder Meetings
A general meeting of VGW shareholders (“General Meeting”) to approve certain matters in connection with the Scheme is expected to be held virtually at 10.00 am (Perth time) on 1 August 2025.
The Scheme Meeting to approve the Scheme is expected to be held virtually at 10.30 am (Perth time) on 1 August 2025 or immediately following the conclusion of the General Meeting (whichever occurs later).
Shareholders are encouraged to read the Scheme Booklet in full and to vote on the proposal by attending and voting at the General Meeting and Scheme Meeting or alternatively by submitting their votes in advance of the meetings by lodging a voting instruction online or returning a proxy form to the VGW share registry by no later than 10.00 am (Perth time) on 30 July 2025.
Shareholders who require further information can call VGW’s Shareholder Information Line on 1300 038 212 (within Australia) or +61 2 9066 4052 (outside Australia) at any time between 8.00 am and 4.00 pm (Perth time), excluding public holidays.
Advisers
The IBC has appointed Greenstone Partners as its financial adviser and Ashurst as its legal adviser. LEO has appointed Macquarie Capital as its financial adviser and debt arranger, and King & Wood Mallesons as its legal adviser.
