MinterEllison was pleased to advise its long standing client, Vita Group Limited (Vita), on the sale of its Retail Information and Communication Technology and Sprout business to Telstra. The sale includes approximately 104 Telstra retail stores.

The transaction completed on 12 November 2021. It represents an important milestone for Vita as it exits the information, communication and technology sector and focuses on the skin health and wellness industry via its Artisan Aesthetics Clinics business.

The transaction was preceded by a long period of negotiations between the parties. It was agreed to against the backdrop of Telstra's decision not to roll Vita's licence to operate the Retail ICT Business under their Telstra Dealership Agreement beyond June 2025 and move to a 100% corporate store model.

"We were delighted to support Vita on this important transaction that helps them to shift their business model to focus on the opportunities that the health and wellness sector can offer," said lead partner Gary Goldman.

"Importantly, despite the sale, Vita was not required to reapply for the ASX, and was able to remain listed without seeking readmission. We were pleased to be able to assist Vita in liaising with the ASX and help them to maximise their opportunities going forward," he added.

Other notable features of the Transaction included:

• Transitional Services Agreement – Vita and Telstra have entered into a mutual Transitional Services Agreement under which they agreed to provide certain services to each other until 30 June 2022;
• Special Dividend – the majority of the sale proceeds will be distributed to shareholders via a special dividend payable in two tranches;

Mr Goldman was supported by a team across MinterEllison, including Anastasia Maynes (Legal Consultant), James Allen (Senior Associate), Olivia Fielding (Associate), Famin Ahmed (Lawyer), Blaire O'Loughlin-Mills (Graduate) and Jenny Chen (Graduate). Transactional support was also provided by specialist lawyers across the firm.