You are not permitted to download, save or email this image. Visit image gallery to purchase the image.
While Trade Me's board unanimously backed the Apax bid yesterday and recommends Trade Me shareholders vote in favour of the scheme, that vote will not happen until April.
There are provisions in the arrangement whereby Trade Me is allowed to consider another offer, should one arise.
With both parties now offering $6.45 per share, the market will be looking at whether Hellman & Friedman comes up with a counter offer.
The $6.45 offer is a 27% premium on the previous monthly average price.
Since Apax's initial $6.40 offer, Trade Me shares had risen from $5.10, to trade up 4.25% yesterday around $6.38.
The scheme implementation agreement was released yesterday and requires approval from Trade Me's shareholders, the High Court and the Overseas Investment Office.
Trade Me chairman David Kirk said subject to an independent adviser's report finding the $6.45 offer was within or above its valuation range, and with no superior offer, Trade Me's board of directors would all vote to sell their shares.
''The Apax Funds have increased their offer price since the indicative proposal, following the completion of their due diligence,'' Mr Kirk said.
After consideration, the board unanimously concluded the offer was consistent with its efforts to deliver maximum value for shareholders.
''We're confident Trade Me would have a successful standalone future, but we believe the certainty of the cash offer and material premium would be an attractive outcome and it merits being put to shareholders with our recommendation, in the absence of a superior proposal,'' Mr Kirk said.
Craigs Investment Partners broker Peter McIntyre said the latest Apax offer was ''no surprise'', having picked the takeover would be competitive.
''The [Trade Me] board is happy with the price ... the offer's got the board's vote of confidence,'' he said.
Mr McIntyre said there was still some scope for Hellman & Friedman to come back with a higher offer, but it would ''need to be substantial'', given that Trade Me faced paying a ''break-fee'' with Apax, if it went with another offer.
Under the scheme of arrangement, Trade Me could be required to pay Apax a $19.2million break fee.
Forsyth Barr broker Lyn Howe said both Trade Me and Apax were liable to pay the break fee if either terminated the agreement, including if a competing proposal was accepted.
''It appears largely a fait accompli that Trade Me will be acquired and delisted from the NZX.
''The principal question being whether Hellman & Friedman or any other party has appetite at a higher price point,'' Mrs Howe said.
She said while Trade Me was not able to solicit further acquirer interest, it could engage with a non-solicited competing proposal, as it did when the Hellman & Friedman offer was made last week.
If the latest Apax offer was concluded, Mrs Howe expected the transaction to be completed between April and June next year.
-The scheme implementation agreement, or scheme of arrangement, has a lower bar to get shareholders over the line, requiring 75% support and at least half the company's votes cast, as opposed to the 90% threshold needed in a formal takeover to enforce mop-up provisions of the remaining 10% of shares.