Vistra enters Scheme Implementation Deed to acquire 100% of the shares of Mainstream for $1.20 per share .

12 March 2021
Vistra Group (Vistra), a leading provider of expert advisory and administrative support to Fund, Corporate, Capital Market and Private Wealth clients, has entered into a Scheme Implementation Deed with Mainstream Group Holdings Limited (ASX:MAI) (Mainstream), under which Vistra will acquire 100% of the shares and outstanding equity rights in Mainstream at $1.20 per security by way of a board recommended1 scheme of arrangement. 

The offer implies an enterprise value for Mainstream of $180 million (including transaction costs and net debt). The purchase will be funded from existing internal cash reserves and undrawn finance facilities. 

Vistra has entered into conditional call option agreements to acquire a total of 19.9% of Mainstream shares. The Mainstream Board of Directors and founding majority shareholders, holding approximately 37.9% of the voting rights of Mainstream, have indicated their intention to support the scheme .

Mainstream, listed on the Australian Securities Exchange, is a specialist fund administrator headquartered in Sydney, Australia providing a one-stop-shop to fund managers. Clients include major fund managers, superannuation trustees, listed companies, family offices and dealer groups.

“Mainstream would add significant scale to Vistra’s fund services offering, which is a strategic growth priority for Vistra. If successful, this acquisition would establish Vistra as a market leader in the largest funds management industry in Asia and fourth largest in the world; it also provides a unique opportunity to strengthen Vistra’s capabilities in the US Alternatives market,” said Jonathon Clifton, Regional Managing Director, Asia-Pacific, Vistra. 

“Vistra has a good relationship with the Board of Mainstream and we both view Vistra as an excellent strategic and cultural fit for Mainstream and its clients due to Vistra’s existing fund administration capability, our global footprint, and shared value of committing to clients’”, said Jonathon.

Vistra intends to work with Mainstream’s management team, including the Chief Executive Officer and Director, Martin Smith, and Managing Director, Americas, Jay Maher, who would remain with the business, to drive and accelerate further growth. 

Mainstream is free to solicit competing proposals until 11:59pm (Sydney time) on 11 April 2021 pursuant to agreed ‘go shop’ arrangements. Vistra has matching rights during this period and an exclusivity agreement thereafter.


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