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Mainstream shareholders vote in favour of Apex

After a lengthy bidding war, Mainstream shareholders have voted in favour of the proposed acquisition by Apex Group.

Apex will acquire 100% of Mainstream shares for $2.80 per share, valuing the company at $400 million.

Almost 99% of Mainstream shareholders attended the scheme meeting in person or by proxy and 99.98% of the total votes were in favour of the scheme resolution.

The acquisition remains subject to court approval on October 15. If approved, Mainstream will lodge the court orders to ASIC on October 18 and will cease trading on the same day. The scheme will be implemented on October 27.

At the scheme meeting held earlier this week, Mainstream chair Byram Johnston said the board unanimously recommended shareholders vote in favour of the scheme.

"At the date of this scheme meeting, no superior proposal to acquire Mainstream has emerged and the independent expert has concluded the scheme is in the best interests of Mainstream shareholders," Johnston said.

"Accordingly, all of my fellow Mainstream directors and I intend to vote all of the Mainstream shares held or controlled by us at the record date in favour of the scheme."

Mainstream appointed Deloitte Corporate Finance as its independent expert. Deloitte concluded that the scheme is fair and valued Mainstream shares between $2.17 to $2.64 per share.

Apex's offer includes an enterprise value for Mainstream of around $415 million, including transactions costs and net debt and is equivalent to 36x EBITDA guidance.

It follows an intense bidding war set off by Apex making a superior offer to SS&C's original bid of $2 per share, coming in at $2.55 per share.

SS&C exercised its matching right and increased its bid to $2.56 per share for 100% of Mainstream shares.

From there, Apex offered $2.65 per share and SS&C matched its exercising right and increased its bid to $2.66 per share.

At the time, Mainstream supported the further revised SS&C scheme and terminated discussions with Apex.

Read more: MainstreamSS&CApex GroupByram JohnstonDeloitte Corporate FinanceASIC