Apex Group successful in bid for Mainstream Group

On June 28, 2021, the Board of Mainstream announced acceptance of Apex’s offer of AUD$2.80 cash per share by way of a scheme of arrangement. Apex’s offer implies an enterprise value for Mainstream of approximately AUD$415 million, including transaction costs and net debt. The competing bidder declined to exercise its matching right to match or offer more favourable terms.

Accordingly, Mainstream has given a notice of termination under the Scheme Implementation Deed (“SID”) with the previous competing bidder. Mainstream has now entered into a SID with Apex and the Mainstream Directors unanimously recommend that shareholders vote in favour of the Apex scheme of arrangement (in the absence of a superior proposal and provided that an Independent Expert’s report concludes that it is in the best interests of shareholders).

With the addition of Mainstream, Apex will have 50 offices worldwide, close to 5,000 employees, and servicing nearly US$1.4 trillion in assets across administration, depositary, custody and under management, Apex delivers a full suite of services to asset managers, family offices, financial institutions and corporates.

The transaction is subject to customary conditions, including approval by Mainstream shareholders, the relevant Australian court and certain regulatory approvals, and is expected to close in the fourth quarter of 2021.

Peter Hughes, Founder and CEO of Apex Group comments: “We are pleased to announce our successful bid for Mainstream which was made on the strong belief that Apex would provide the best platform for the company’s continued success and expansion. At Apex, we are committed to continually enhancing our single-source model, and this acquisition would expand our ability to support new and existing clients across all aspects of their business with an enhanced product offering - no matter where they are in the world.”

Martin Smith, CEO of Mainstream adds:” We are delighted to recommend that shareholders vote in favour of the Apex scheme of arrangement. In addition to representing excellent shareholder value, the proposed acquisition would provide Mainstream clients with access to a significantly broader range of solutions and technology investment via Apex’s global network. Apex has successfully integrated a number of strategic acquisitions in recent years, with 99% client retention rates, and we anticipate a similar outcome for Mainstream. We see an acquisition by Apex as beneficial for our clients, shareholders and employees.”

Mainstream is being advised by Miles Advisory Partners as financial adviser and Maddocks as legal adviser.

Apex is being advised by Macquarie Capital as financial adviser and Herbert Smith Freehills as legal adviser.

About Apex Group Ltd.

Apex Group Ltd., established in Bermuda in 2003, is a global financial services provider. With 47 offices worldwide and over 4,500 employees, Apex delivers a full suite of services to asset managers, capital markets, family offices and corporates. The Group has continually improved and evolved its capabilities to offer a single-source solution through a broad range of solution including fund services, digital banking, depositary, custody, super ManCo services, compliance solutions, corporate services, business services including HR and Payroll and a pioneering ESG Ratings and Advisory service for private companies.

About Mainstream Group Holdings

Mainstream Group Holdings Limited (ASX: MAI) provides fund administration services underpinned by investment in people, processes and technology. As at March 2021, the Group provides administration services to 1,364 funds and more than 176,000 investors with funds under administration in excess of AUD $272 billion. Mainstream employs 330 people, with operations in Australia, Singapore, Hong Kong, the United States, the Isle of Man, Malta, Ireland and the Cayman Islands.

For more information, please visit: https://www.mainstreamgroup.com.

Press contact:

Antonia Powell Antonia.powell@apexfs.com