Scheme Process Update
Scheme Process Update
Sydney, Mar 6, 2019 AEST (ABN Newswire) - MYOB Group Limited (ASX:MYO) (MYOB or Company) notes the recent change in the substantial shareholding notice filed by Manikay Partners LLC and its affiliates (Manikay) on 4 March 2019 increasing their holding to 9.99%, and the receipt by the Company of a letter from Manikay, attached as an appendix. The letter asserts, among other things, that the Board should reconsider its recommendation in relation to the proposed scheme of arrangement with Kohlberg Kravis Roberts & Co. L.P. and its affiliates (KKR) (Proposal) on the basis of the significant rally in equity markets and normalisation of financing markets, and that the movement in the markets be adequately addressed within the Scheme Booklet and Independent Expert's Report (IER).

The MYOB Board continues to unanimously recommend the Proposal subject to no Superior Proposal being forthcoming, and the receipt of an IER concluding that the Proposal is in the best interests of MYOB shareholders. The IER and Scheme Booklet are currently under review by ASIC, and subject to the satisfactory completion of that review, are expected to be sent to shareholders in the coming weeks. MYOB shareholders will be given the opportunity to vote on the Proposal at a Scheme meeting, which is expected to be held on 17 April 2019.

The Company previously disclosed on 22 February 2019, that notwithstanding comprehensive market testing with potential acquirers, no Superior Proposal had been identified prior to the conclusion of the 'go shop' period. If MYOB receives a Superior Proposal, which constitutes a Qualifying Superior Proposal(see Note 1 below), then KKR has agreed under the Scheme Implementation Agreement to sell its existing shareholding into, or vote in favour of, such proposal(see Note 2 below) prior to the Implementation Date.

The Company has responded to Manikay acknowledging their concerns and has assured them that the Scheme Booklet and IER will reflect any relevant and material movements in market data benchmarks since the announcement of the Proposal on 24 December 2018.


1 A cash offer for 100% of MYOB shares that is at least 5% higher than the Proposal of $3.40, is recommended by a majority of MYOB Directors and in respect of which MYOB has entered into a binding implementation agreement which is on foot and has not terminated or expired.

2 This obligation is subject to KKR exercising its matching right under the scheme implementation agreement, pursuant to which KKR must be given a period of 3 Business Days to match a Superior Proposal before such Superior Proposal may be recommended by any of the MYOB Directors.

About Myob Group Ltd

MYOB Group Ltd (ASX:MYO) is a leading provider of online business management solutions. It makes business life easier for approximately 1.2 million businesses and accountants across Australia and New Zealand by simplifying accounting, payroll, tax, practice management, CRM, job costing, inventory and more. MYOB operates across three core segments – Clients and Partners (business solutions to SMEs and Advisers); Enterprise Solutions (larger businesses) and Payment Solutions. It provides ongoing support through client service channels including a network of over 40,000 accountants, bookkeepers and other consultants. It is committed to ongoing innovation, particularly through its Connected Practice Strategy and through the development of the MYOB Platform. For more information, follow @MYOB on Twitter or visit



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