공시 • Sep 25
Uniti Group Limited (ASX:UWL) entered into a scheme implementation deed to acquire OptiComm Ltd (ASX:OPC) for approximately AUD 610 million.
Uniti Group Limited (ASX:UWL) entered into a scheme implementation deed to acquire OptiComm Ltd (ASX:OPC) from a group of shareholders for approximately AUD 540 million on June 14, 2020. Under the terms of the acquisition, AUD 5.1 will be paid per OptiComm share and 3.4228 Uniti shares will be issued for each OptiComm share. Uniti is offering OptiComm’s shareholders the ability to elect to receive the scheme consideration in one of five alternatives subject to pro rata scaleback mechanisms if either the elected cash or scrip consideration exceed the above aggregate limits. The five alternatives are AUD 5.10cash per OptiComm share cash consideration and 3.4228 Uniti shares for each OptiComm share (scrip consideration), 75% Cash Consideration and 25% scrip consideration equating to AUD 3.825 cash and 0.8557 Uniti shares for each OptiComm share, 50% cash consideration and 50% scrip consideration equating to AUD 2.55 cash and 1.7114 Uniti shares for each OptiComm share, 25% cash consideration and 75% scrip consideration equating to AUD 1.275 cash and 2.5671 Uniti shares for each OptiComm share.
On September 7, 2020, Aware Super Pty Ltd made a competing bid to acquire OptiComm Ltd for approximately AUD 610 million. Aware offered to acquire shares of OptiComm for AUD 5.85 per share. As of September 14, 2020, Uniti is offering OptiComm shareholders unconditional, revised consideration of AUD 4.835 cash and 0.80537 Uniti shares per OptiComm Share. Under the Revised Uniti Proposal, there are no elections in respect of scheme consideration and no scale-back. The number of UWL Options that are on issue will not be affected by the implementation of the Scheme and will remain on foot.
Uniti will fund cash amount of the acquisition via an upsized 3-year AUD 250 million debt facility with Westpac and CBA and existing cash on balance sheet. As at August 21, 2020, Uniti had approximately AUD 302 million of cash on balance sheet following its successful and oversubscribed AUD 270 million entitlement offer in June 2020. Uniti shareholders will continue to own approximately 86% of the combined group following the issuance of Uniti shares as part of the Scheme Consideration to existing OptiComm shareholders.
OptiComm and Uniti have also agreed reciprocal break fees of AUD 5.4 million payable in certain circumstances. As of September 14, 2020, the parties have agreed to an increased reciprocal break fees of AUD 6.1 million equal to 1% of the equity value of OptiComm payable under certain circumstances. It is intended that the composition of Uniti’s Board will remain unchanged. Uniti intends to replace OptiComm's constitution with a constitution appropriate for a proprietary company limited by shares and post completion, management was led by Uniti current senior executive team consisting of the Managing Director & Chief Executive Officer, Chief Financial Officer and Chief Operating Officer.
The scheme remains subject to certain terms and conditions, including, OptiComm shareholder approval, court approval, independent expert concluding that the scheme is in the best interests of OptiComm shareholders, no material adverse change or prescribed occurrence or regulated event affecting either party and due diligence and verification. If the Scheme is approved by the Requisite Majorities of OPC Shareholders and all conditions to the Scheme (other than approval of the Court) have been satisfied or waived, OptiComm will apply to the Court for orders approving the Scheme. OptiComm’s directors unanimously recommend that OptiComm shareholders vote in favor of the scheme. On August 7, 2020, The Federal Court has approved the despatch of the explanatory statement and has ordered that a virtual meeting of OptiComm shareholders on September 10, 2020. The Scheme Booklet includes an independent expert’s report from Lonergan Edwards & Associates Limited. The second court date is scheduled on September 18, 2020. The acquisition is expected to complete on September 30, 2020.
As of August 16, 2020, transaction is expected to complete in September 2020. As of August 24, 2020, the transaction is expected to close on October 1, 2020. As of September 15, 2020, the transaction is expected to close on October 30, 2020. The acquisition is immediately EPS accretive on a FY20 pro forma basis pre-synergies, increasing to 23% EPS accretion post run-rate synergies. Acquisition remains highly earnings accretive of 20% on a combined proforma FY20 basis, including cost synergies.
Lonergan Edwards & Associates Limited will act as fairness opinion provider to Opticomm and will be paid a fee of AUD 0.15 million. Tim Sayer of Talbot Sayer Lawyers acted as legal advisor to OptiComm. BofA Securities, Inc. acted as financial advisor and Jackie Solakovski of Lander & Rogers acted as legal advisor to Uniti. Link Market Services Limited acted as registrar for OptiComm. Grant Thornton Corporate Finance Pty Ltd. has been engaged by Opticomm Limited and Uniti Group Limited as accountant.