13 May

NON-BINDING, CONDITIONAL PROPOSAL FROM TA ASSOCIATES

ASX Market Announcements Office 13 May 2022 UNSOLICITED, NON - BINDING, CONDITIONAL PROPOSAL FROM TA ASSOCIATES Infomedia Ltd (“Infomedia”, ASX: IFM) refers to the TA Associates Management L.P. (“TA”) announcement in relation to obtaining a 14.5% relevant interest in Infomedia shares via a “Co - operation and Process Agreement” (“Co - operation Agreement”) entered into with Infomedia shareholder Viburnum Funds Pty Ltd (“ Viburnum”). Furthermore, Infomedia confirms that i t has received a conditional , non - binding , indicative proposal (“Indicative Proposal”) for the 100% acquisition of Infomedia, as described in the Co - operation Agreement , via a scheme of arrangement for a price of $1.70 per Infomedia share (“Offer Price”) payable in cash. The Offer Price represent s : • a premium of 32.8% to Infomedia’s closing share price on 12 May 2022 of $1.28 p er share ; and • a premium of 26.3 % to Infomedia’s 3 - month VWAP to 12 May 2022 of $1. 35 p er share. TA has informed Infomedia that it reserves its right to reduce the Offer Price in the event any dividends are announced or declared. I mplementation of TA’s proposal is conditional on entry into a scheme implementation agreement (“SIA”) with Infomedia . TA has stated that its entry into a SIA is subject to the following conditions: • e ntry into an exclusivity agreement; • c ompletion of due diligence; • final approval from TA’s Investment Committee; • a pproval of the proposal by the Board of Infomedia Ltd; • f inalisation of financing arrangements; and • e ntry into a satisfactory scheme implementation deed with conditions including (but not limited t o): o c ustomary deal protections; o r eceipt of all necessary regulatory and court approvals, including FIRB approval; o Infomedia shareholder approval; o n o material adverse changes; o no p rescribed occurrences or regulated events; and o r eceipt of any third - party consents . Viburnum has indicated its intention to roll up to 100% of its shareholding into TA’s bid vehicle . T he Board notes this and will commence an assessment of whether the Offer Price of $1.70 per share is in the best interests of non - affi liated Infomedia shareholders. Infomedia notes that it is in preliminary discussions with other interested parties who have made expressions of interest in respect of a potential change of control transaction . The Board intends to consider the Indicative Proposal from TA , alongside the expressions of interest , in an orderly manner and in the best interests of all Infomedia shareholders. Infomedia shareholders do not need to take any action in response to the Indicative Proposal. There is no certainty that the Indicative P roposal nor other discussions will result in a transaction . Infomedia has appointed Credit Suisse as its financial advisor and Ashurst as its legal advisor. ENDS This release was authorised by the Infomedia Ltd Board. About Infomedia : Infomedia Ltd (ASX:IFM) is an Australian - based SaaS platfo rm provider in parts, service, e - commerce and data analytics solutions to the global automotive industry. Infomedia has led innovation in aftersales technology within global automotive d istribution networks for more than 25 years and continues to expand it s reach within the three regions in which it operates. Please visit Infomedia’s website https://www.infomedia.com.au and YouTube channel https:// www.youtube.com/infomedialtd for more information. MEDIA CONTACT Jon Snowball Domestique Consulting M: + 61 477 946 068 E: jon @domestiqueconsulting.com.au INVESTOR CONTACT Tanya Thomas Infomedia Head of Investor Relations & Communications M: + 61 424 693 055 E: tthomas@infomedia.com.au
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