• Carly to merge its car subscription business with Carbar
• Merger to create one of Australia's largest car subscription platforms
• Carly to receive cash and shares in Carbar as consideration

Carly Holdings Limited (ASX: CL8) has signed a non-binding agreement to merge its Carly car subscription business with Carbar Holdings Pty Ltd (Carbar) in a deal that will merge two of Australia's largest and original car subscription platforms. The merger will take place via the sale to Carbar of all of the shares in Carly's operating entities, Carly Car Subscription Pty Ltd, OneX Operations Pty Ltd and ElevenX Operations Pty Ltd. Following completion of the sale, Carly will hold shares in Carbar which will be the head company of the merged group. The consideration payable by Carbar for the acquisition comprises approximately $3.8 million (prior to working capital adjustments and other completion adjustments) consisting of approximately $160,000 in cash and approximately $3.64 million worth of fully paid ordinary shares in the capital of Carbar. In addition, Carbar will assume the respective asset finance facilities of OneX and ElevenX which, at 31 December 2024, were approximately $6.9 million and $1.2 million respectively. The merger will provide immediate economies of scale and access to capital to accelerate the growth for both brands. The Proposed Transaction is subject to Carly shareholder approval and other conditions precedent, including due diligence, entry into binding transaction documents, and obtaining necessary third-party consents and approvals.

If the Proposed Transaction proceeds to completion, Carly intends to continue to hold the shares in Carbar to gain future appreciation of value and intends to continue as an ASX listed company and seek other opportunities to deliver growth to shareholders.