Overview

On 6 August 2025, Infomedia Limited (IFM:ASX) (“Infomedia“) entered into a scheme implementation agreement (“Scheme Implementation Agreement“) with McQueen BidCo Pty Ltd ("Bidder"), an entity owned by an investment holding entity in Singapore which is managed or advised by TPG Capital (S) Pte. Ltd. (“TPG“) or its related entities, pursuant to which Bidder proposes to acquire all the issued shares in Infomedia by way of a Scheme of Arrangement (“Scheme“).

Any capitalized terms not defined on this website have the meaning given to those terms in the Shareholder Booklet released to the ASX on 7 October 2025 and accessible at: https://www.infomedia.com.au/investors/announcements/.

Scheme Consideration

If the Scheme is implemented, Infomedia Shareholders will receive the Scheme Consideration of $1.72 per Infomedia share, less the cash amount per Infomedia Share of any Permitted Dividends paid after the date of the Scheme Implementation Agreement.

On Thursday, 18 September 2025 Infomedia paid to Infomedia Shareholders a final fully franked dividend of 2 cents per Infomedia Share in respect of the financial year which ended on 30 June 2025 ("FY25 Dividend"). The FY25 Dividend included the additional benefit to eligible Infomedia Shareholders who are able to realise a tax benefit from those franking credits of approximately 0.9 cents per Infomedia Share in franking credits. In addition the Infomedia Board has determined to pay a fully franked dividend of 2.9 cents per Infomedia Share held at the Special Dividend Record Date which, subject to the Scheme becoming Effective, is expected to be paid on Friday, 28 November 2025 ("Special Dividend"). The Special Dividend will include the additional benefit to eligible Infomedia Shareholders who are able to realise a tax benefit from those franking credits of approximately 1.2 cents per Infomedia Share in franking credits.

Accordingly, if the Scheme becomes Effective, each Infomedia Shareholder who is a Scheme Shareholder, will be entitled to receive $1.671 per Infomedia Share they hold as at the Scheme Record Date, being $1.72 per Infomedia Share less the 2 cents per share FY25 Dividend less the Special Dividend of 2.9 cents per share.

The Scheme Consideration represents:

• a 30% premium to Infomedia’s closing price of $1.32 on 5 August 2025;¹
• a 33% premium to Infomedia’s 1-month VWAP of $1.29 per share on 5 August 2025;¹
• a 41% premium to Infomedia’s 3-month VWAP of $1.22 per share on 5 August 2025;¹ and
• a 36% premium to Infomedia’s 6-month VWAP of $1.26 per share on 5 August 2025.¹

The Scheme Consideration represents an implied equity value of $651 million and an enterprise value of $579 million.²

Board Recommendation

The Infomedia Board unanimously recommends that Infomedia Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Infomedia Shareholders. Subject to the same qualifications, the Infomedia Directors each intend to vote all the Infomedia Shares held or controlled by, or on behalf of, them in favour of the Scheme.

The Infomedia Directors also unanimously recommend that Infomedia Shareholders vote in favour of the Bidder Loan Resolution at the General Meeting.³

Section 5 of the Shareholder Booklet contains further details of how the Infomedia Directors formed their recommendation including the advantages and disadvantages of the Scheme and other relevant considerations. You should read the Shareholder Booklet carefully and in its entirety before voting. If you are in doubt as to what you should do, you should consult your licenced professional adviser

Independent Expert’s Opinion

Infomedia appointed Grant Thornton as the Independent Expert to assess the merits of the Scheme. The Independent Expert has concluded that the Scheme is fair and reasonable and therefore is in the best interests of Infomedia Shareholders, in the absence of a superior proposal. The Independent Expert has assessed the full underlying value of an Infomedia Share on a 100% controlling interest basis to be in the range of $1.57 to $1.79, and the Scheme Consideration falls in the upper half of this range.

Shareholder Voting Requirements

The implementation of the Scheme is conditional on Infomedia Shareholders voting in favour of both the Scheme Resolution at the Scheme Meeting and the Bidder Loan Resolution at the General Meeting.

The Bidder Loan uses Infomedia’s excess cash to allow the Bidder to more efficiently fund part of the Scheme Consideration and has no impact on the Scheme Consideration to be received by Infomedia Shareholders.

The Scheme Meeting, the General Meeting, and the 2025 Annual General Meeting will be held concurrently commencing at 10.00am (Sydney time) on Tuesday, 18 November 2025.

The deadline for receipt of proxy and voting forms ahead of the Meetings is 10.00am (Sydney time) on Sunday, 16 November 2025.

Key Documents

Shareholder Booklet

Letter to Shareholders

Scheme Implementation Agreement

Further Information

The Shareholder Booklet sets out important information relating to the Scheme, the General Meeting and the 2025 Annual General Meeting. You are encouraged to read the Shareholder Booklet (including the report of the Independent Expert) carefully in full and, if required, to seek your own licenced professional advice. 

If you have any questions in relation to the Scheme, the Meetings or the Shareholder Booklet, please contact the Infomedia Shareholder Information Line on 1300 290 691 (within Australia) and +61 2 9066 4081 (outside Australia), Monday to Friday (excluding public holidays in Sydney, Australia) between 9.00am and 5.00pm (Sydney time) or visit the website at: https://au.investorcentre.mpms.mufg.com. The Infomedia Shareholder Information Line will be available from 10 October 2025 until 17 December 2025.

Footnotes:

¹VWAP calculation based on cumulative IRESS trading data.
² Based on 378 million fully paid ordinary Infomedia shares on issue as at 5 August 2025 and net cash of $72 million, reflecting the reported net cash balance as at 31 December 2024 pro forma for share repurchases under Infomedia’s on market buyback and Intellegam acquisition consideration since that date.
³ As at the date of the Shareholder Booklet, the Infomedia Directors hold or control an aggregate of 910,107 Infomedia Shares (valued at $1,565,384 at the Scheme Consideration of $1.72 per Infomedia Share). Of the 910,107 Infomedia Shares held by the Infomedia Directors, Jens Monsees, the Managing Director, holds 720,350 Infomedia Shares (valued at $1,239,002 at the Scheme Consideration of $1.72 per Infomedia Share). Mr Monsees also holds 1,122,578 unvested Infomedia Equity Incentives (to be accelerated and valued at $1,908,383 at $1.70 per Infomedia Share if the Scheme proceeds). Refer to the Shareholder Booklet for further information.