Alceon – Engage Squared

WA-50037

Alceon Private Equity Pty Ltd (**Alceon**) proposes to indirectly acquire an equity stake of at least 51% and up to 55% in Engage Squared Pty Ltd (**Engage Squared**) through an indirect wholly owned, newly incorporated, subsidiary of Alceon, Bellagio BidCo Pty Ltd (**BidCo**). BidCo will acquire 100% of the issued capital of Engage Squared. BidCo will be a wholly-owned subsidiary of Bellagio MidCo Pty Ltd (**MidCo**), which will in turn be a wholly-owned subsidiary of Bellagio TopCo Pty Ltd (**TopCo**). TopCo will initially be owned by Alceon Private Equity Access Fund, LP, Alceon Group No.3 Pty Ltd ATF E2 Investor Trust 1 and Alceon Group No.93 Pty Ltd as trustee for Alceon Private Equity Access Trust IA, however, on completion of the Acquisition, those entities will hold at least 51% and up to 55% of the issued capital of TopCo, with the balance held by certain shareholders of Engage Squared. Alceon is an Australian private capital investor that provides equity funding to businesses across Australia and New Zealand. The firm invests in private companies and works in partnership with management teams on growth, acquisitions and ownership transitions. Alceon operates as part of the broader Alceon Group, which invests across private equity, real estate, hybrid capital solutions and publicly listed companies. Engage Squared is a technology consulting firm and Microsoft partner operating across Australia, New Zealand and Japan. Engage Squared helps organisations improve productivity, collaboration and employee engagement through digital workplace, AI, organisational change, compliance, automation and technology adoption services, with a focus on Microsoft 365, Microsoft Viva and related Microsoft technologies. The Acquisition will be affected by way of a share sale, pursuant to which BidCo will purchase 100% of the issued capital of Engage Squared.