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Despite initially being snubbed by the board of Brisbane-based challenger telco Vonex (ASX: VN8), mobile network operator Swoop Holdings (ASX: SWP) has today lobbed a new $18 million offer in a bid to thwart Maxo Telecommunications’ takeover plans.
Under the off-market takeover proposal, Swoop is offering 1 share for every 4.2 Vonex shares, implying an offer price of 5 cents per Vonex share. This represents a 19 per cent premium to the current MaxoTel all-cash offer of 4.2cps announced one month ago.
Currently, Swoop holds 19.9 per cent of shares on offer and recently announced to the ASX that it voted against MaxoTel’s offer earlier this month. As a result, the Vonex board said it is unlikely the MaxoTel scheme will be approved during a meeting on 23 October. MaxoTel and its associates hold 18.44 per cent of shares on issue.
While the Vonex board did not provide a specific valuation for Swoop, it noted that the offer price of 5cps is based on an implied average value of 21cps, which is higher than the recent closing price of 20cps for SWP shares.
“The Vonex directors also consider it unlikely that a shareholder taking Swoop shares (should an offer be made) would be able to sell those shares in the near term for 5c value per Vonex share and, indeed, may realise less than the 4.2c cash value being offered by MaxoTel, given the very limited trading liquidity in Swoop shares,” the company said in an announcement to shareholders.
“The MaxoTel offer is certain, immediate and for cash (the value of which is clearly 4.2c). The potential Swoop offer is for a ratio of Vonex shares in exchange for shares in Swoop, and is subject to a number of conditions, which may not be met, including a fundamental financing condition.”
“The Vonex Directors currently recommend that Vonex shareholders take no action in relation to Swoop’s announcement, pending a formal response and recommendation from the Vonex Directors should Swoop proceed to make an offer to Vonex Shareholders.”
Vonex and Toowoomba-based MaxoTel entered a scheme implementation deed (SID) in late June at a price of 3.75c per Vonex share, which represented a 108 per cent premium to the closing price prior and an enterprise value of $34.4 million.
In early September, Sydney-based Swoop snapped up a 17pc stake in Vonex and offered 4cps in a cash and scrip deal. At the time the offer was made, Swoop expected it would result in synergies of $5 million for earnings on an annualised basis.
Following the offer from Swoop, MaxoTel upped the ante by offering to acquire Vonex at 4.2cps in a $15.1 million all-cash deal announced yesterday.
In an announcement to the ASX today, Swoop said that if it is successful in acquiring Vonex, the merged group could benefit from cross-selling to a larger customer base, unlocking synergies at scale, and creating a more diverse business.
“We believe Swoop offers a compelling opportunity for Vonex’s shareholders to realise an attractive premium for their Vonex shares, while retaining upside exposure to the value creation opportunity for a combined group with Vonex and Swoop,” Swoop said in an announcement to shareholders today.
“We see strong strategic fit and realisable near-term commercial opportunities and significant synergies under the combination.”
Shares in SWP are down 5 per cent to 18cps at 2:15pm AEST.
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