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For Personal Use Only Use Personal for to Shareholders on Whether the Transaction Is Fair and Reasonable to the Company's Shareholders CREDIBLE LABS INC. (ASX: CRD) ASX ANNOUNCEMENT 5 August 2019 CREDIBLE LABS INC. ENTERS INTO MERGER AGREEMENT WITH FOX CORPORATION The Board of Directors of Credible Labs Inc. (“Credible” or the “Company”) (ASX: CRD), the San Francisco based technology company that operates a U.S. consumer finance marketplace, is pleased to announce that the Company has entered into a definitive merger agreement (the "Merger Agreement") to be acquired by a subsidiary of Fox Corporation (“Fox”), in a transaction that values Credible at a fully diluted equity value of approximately A$585mm (the “Transaction”). Under the terms of the Merger Agreement shareholders will receive A$2.21 cash per CDI (which represents A$55.25 per share of common stock in Credible), representing a premium of 12.4% to the VWAP since Credible’s quarterly activities report on 31 July 2019, 20.8% to its 60 day-VWAP, 55.0% to its 90 day-VWAP, and 30.8% to the closing stock price the day prior to receipt of Fox’s initial confidential proposal on 29 May 2019. As part of the Transaction, and subject to certain approvals from the ASX, Mr. Stephen Dash (Founder and CEO) will exchange shares equal to 33.33% of Credible’s outstanding common stock into units of a newly created Fox subsidiary. Mr. Dash will also receive A$55.25 per share of common stock in Credible for approximately 1.0 million shares (net of exercise of Mr. Dash’s outstanding options), being the maximum number of shares of common stock that Mr. Dash is permitted to sell. The Transaction is subject to a number of customary closing conditions, including approval by a majority of Credible shareholders (other than Mr. Dash and his affiliates), there being no prohibition on implementing the Transaction, and obtaining all regulatory approvals including certain approvals from the ASX. A copy of the Merger Agreement is attached to this announcement. The Merger Agreement includes provisions allowing Credible’s board of directors (the “Board”) to consider and negotiate alternative transactions, and in certain circumstances terminate the Merger Agreement to accept a proposal for an alternative transaction, and provisions for the payment of a break fee of US$4.0mm in certain circumstances. CREDIBLE’S BOARD AND SPECIAL COMMITTEE UNANIMOUSLY RECOMMENDS THE TRANSACTION The Board established a special committee of the Board consisting solely of independent and disinterested directors of the Company (the “Special Committee”) to review, evaluate and negotiate any offer to acquire securities of the Company, and to recommend or not recommend that the Board approve any such offer or other proposal. As part of this review, the Special Committee appointed its own financial and legal advisers, and received a fairness opinion from its financial adviser (“Fairness Opinion”). The Fairness Opinion concluded that the consideration to be paid in connection with the Transaction to shareholders (other than to Mr. Dash) is fair from a financial point of view, subject to the various assumptions and qualifications set out in the Fairness Opinion. Australian shareholders should be aware that the Fairness Opinion was obtained in accordance with U.S. practice, for the purposes of the Special Committee’s evaluation of the Transaction only. The Fairness Opinion is not an Australian-standard independent expert's report For personal use only to shareholders on whether the Transaction is fair and reasonable to the Company's shareholders. Accordingly, the Fairness Opinion should not be relied upon in any way by shareholders as they consider the Transaction. The Board (acting upon the unanimous recommendation of the Special Committee) has unanimously determined that the Transaction is advisable and in the best interests of the Company and its shareholders, in the absence of a superior proposal. Consequently, subject to the same qualification, Credible’s directors unanimously recommend that shareholders vote in favor of the Transaction, and each director intends to vote all the Credible shares controlled by them in favor of the Transaction. In aggregate, these shareholdings of the directors which they control the votes of account for approximately 13% of the minority votes (excluding Mr. Dash’s holdings). The Board currently recommends that Credible’s shareholders vote in favour of the Transaction for the following reasons: • Significant premium: The price of A$2.21 per CDI represents a premium of: – 12.4% over the volume weighted average price of Credible shares since Credible’s quarterly activities report on 31 July 20191 – 20.8% over the 60 day volume weighted average price of Credible shares up to and including 2 August 20191 – 55.0% over the 90 day volume weighted average price of Credible shares up to and including 2 August 20191 – 30.8% over the closing stock price the day prior to receipt of Fox’s initial confidential proposal on 29 May 20191 • Attractive revenue multiple: The price of A$2.21 per CDI equates to an enterprise value to revenue multiple of 10.0x2 for the last 12 months revenue to 30 June 2019 • Certainty of value: The cash consideration proposal provides Credible shareholders with certainty of value and the opportunity to realise in full their investment in cash • Minimal conditionality: The Transaction has minimal conditions and is not subject to finance conditions nor due diligence • Reduced uncertainty: The Transaction reduces the uncertainty of the Credible business by providing it with access to significant resources from Fox, including a commitment from Fox to invest up to US$75mm of additional equity funding Credible’s Chairman, Mr. Ron Suber, said “The Board, acting on the unanimous recommendation of the Special Committee, believes the proposed transaction is in the best interests of the Company and its shareholders – and unanimously recommends shareholders vote in favour of the transaction.” Mr. Suber also said “Credible has achieved significant success since its inception. This proposed partnership with Fox will enable Credible to further innovate on its consumer offering and position itself as a leading independent personal finance marketplace in the United States.” INDICATIVE TIMETABLE AND NEXT STEPS Credible shareholders do not need to take any action at the present time. The Transaction will be implemented by way of a vote of all shareholders, as well as a vote of all shareholders excluding those interests controlled by the Founder and CEO Mr. Stephen Dash. A notice of the shareholder’s meeting is expected to be dispatched in September 2019 and will contain a more detailed explanation of the Transaction. The meeting of Credible’s shareholders to consider and vote on the Transaction is expected to occur in October 2019, with closing to occur shortly after. These dates are subject to change. Highbury Partnership is acting as financial adviser, and DLA Piper is acting as legal adviser, to Credible. PJT Partners is acting as financial adviser to the Special Committee and has provided a Fairness Opinion to the Special Committee in accordance with U.S. practice. Akin Gump Strauss Hauer & Feld is acting as legal adviser to the Special Committee. For personal use only - ENDS 1 CapitalIQ market data as at 2 August 2019 2 AUD/USD exchange rate of 0.680. CapitalIQ market data as at 2 August 2019 FOR MORE INFORMATION, PLEASE CONTACT: Investors Media Richard Chan Brett Clegg Tony Gray [email protected] [email protected] t [email protected] +1 (415) 570 9488 +61 487 436 985 + 61 418 530 378 ABOUT CREDIBLE Credible (ARBN: 621 866 813) is a U.S. company based in San Francisco which operates a consumer finance marketplace that helps consumers save money and make better financial decisions. Credible has developed a proprietary technology platform that is integrated with credit bureaus and financial institutions. Credible has developed a differentiated, and personalised user experience that enables consumers to compare instant, accurate pre-qualified rates from multiple financial institutions for student loans, personal loans and mortgages. For more information, please visit: www.credible.com ABOUT FOX CORPORATION Fox Corporation produces and distributes compelling news, sports and entertainment content through its iconic domestic brands including: FOX News, FOX Sports, the FOX Network, and the FOX Television Stations. These brands hold cultural significance with consumers and commercial importance for distributors and advertisers. The breadth and depth of our footprint allows us to deliver content that engages and informs audiences, develops deeper consumer relationships and creates more compelling product offerings. FOX maintains an impressive track record of news, sports, and entertainment industry success that will shape our strategy to capitalize on current strengths and invest in new initiatives. For more information about Fox Corporation, please visit: www.FoxCorporation.com CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This announcement (and its annexures) may contain forward-looking statements and information, including statements and information relating to the Transaction and our intent, belief or current expectations with respect to Credible's business and operations, market conditions, results of operations and financial condition, specific provisions and risk management practices. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements
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