Aware Super ups the ante in bidding war for OptiComm with last-minute offer

Aware Super ups the ante in bidding war for OptiComm with last-minute offer

A bidding war to take over fibre network operator OptiComm (ASX: OPC) has reignited today after Aware Super (formerly First State Super) lodged a last-minute bid for the company.

As such, Uniti Wireless (ASX: UWL) has until Thursday to match the improved takeover offer from Aware Super to acquire 100 per cent of OptiComm that was received by the target yesterday.

Aware's bid came just one day before OPC shareholders were poised to vote for or against Uniti's takeover proposal at a Scheme Meeting, originally scheduled for today.

According to OptiComm, the company received a proposal from Aware Super to make an off-market takeover offer for all of the shares in OptiComm for $6.50 per share yesterday, valuing OptiComm at around $676 million.

The new bid is an improvement from a previous offer from Aware Super which valued OptiComm at $606 million.

That Aware Super bid was later matched by Uniti Wireless in September, with the cherry on top being call option and share purchase agreements that would have given OptiComm shareholders a 19.5 per cent relevant interest in UWL.

However Aware's new bid represents an 11.11 per cent premium to the consideration offered under Uniti's latest bid.

Because Uniti and OptiComm have already entered into a Scheme Implementation Deed (SID), Uniti has the right, but not the obligation, to submit a counter proposal for the OptiComm board to consider at any time during the next three business days.

OptiComm shareholders were due to vote on Uniti's offer today, but because of the new developments the Federal Court has made orders postponing the Scheme Meeting to a date to be determined.

Uniti does not appear to be too pleased with OptiComm, sending a letter to the OPC board overnight alleging the target is in breach of the SID.

"Uniti has made demands which, if they were to be complied with, would undermine the agreed matching rights process under the Amended and Restated SID," said OptiComm in an ASX announcement today.

"OptiComm rejects all of the concerns raised by Uniti and has today sent a response to Uniti vigorously disputing each of the relevant items set out in Uniti's letter.

"In accordance with the process outlined in the Amended and Restated SID, the formal recommendation of OptiComm directors will not change, if at all, until the completion of the matching right process. In the meantime, the OptiComm Board continues to recommend the Uniti Scheme as announced on 15 September 2020."

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