BIGAIR (ASX: BGL) CEO Jason Ashton has welcomed a proposed takeover by Brisbane-based Superloop (ASX: SLC) as an opportunity to leverage the complementary IT services and infrastructure products that the two businesses provide.
The companies have entered into a scheme implementation deed for Superloop to buy BigAir for a combination of Superloop shares and a maximum cash payout to BigAir shareholders of $95 million.
The deal, which is subject to BigAir shareholder approval, positions Superloop to be a competitor to the Federal Government's NBN network for large enterprises.
Ashton called the deal a compelling strategic opportunity.
"Superloop will be able to leverage BigAir's wireless capabilities to extend and diversify its footprint, while also offering an integrated suite of managed technology services and support," says Ashton.
"BigAir will be able to leverage Superloop's fibre infrastructure and reduce our reliance on our competitors' fibre networks.
"The combined group will be strongly positioned to provide customers with an end-to-end managed service across Asia from this combination and I am excited about the opportunity to join Bevan and his team in the growth of the combined BigAir and Superloop business."
Ashon and Vivian Stewart, independent Chairman of BigAir, will join the Superloop board if the scheme completes.
Bevan Slattery (pictured) will remain CEO of the enlarged Superloop, while Ashton and Charles Chapman (BigAir CFO) will join the management team.
Slattery says BigAir brings to the combined group Australia's largest business focused metropolitan fixed wireless broadband network and outstanding cloud and managed IT services capabilities.
"In due course we will seek to leverage BigAir's capabilities across Superloop's entire Asian business."
The scheme is unanimously backed by the BigAir board, and is expected to be implemented in December.
Superloop will fund the acquisition through a $65 million institutional share placement and a new $75 million debt facility.
The result of the share placement was also announced today. The company issued 21.7 million new shares to institutional investors at $3.00 per share.
The offer is expected to settle on Friday, 16 September and the new shares will be allotted the following Monday, 19 September.
BigAir shareholders will be given the option of either shares in Superloop, or a mixed alternative of cash and shares.
For the first option, the shareholder will be given 0.371 Superloop shares for each BigAir share held, a premium of 46 per cent over the closing price of BigAir ($0.84) and Superloop ($3.31) shares on 13 September.
For those looking for cash and shares, shareholders will receive $0.70 in cash and 0.118 Superloop shares per BigAir share held. This option is subject to a $95 million cash cap.
Macquarie Capital and Morgans acted as underwriters and joint leaders of the placement.
Superloop is trading down 6.95 per cent on the ASX this morning, at $3.080 per share.
BigAir shares are trading up $26.19 per cent at $1.06 each.
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