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The board of Brisbane-based challenger telco Vonex (ASX: VN8) has snubbed a takeover bid from Moose mobile network operator Swoop Holdings (ASX: SWP) as it sticks to a recommendation that shareholders approve an acquisition from fellow Queensland company MaxoTel.
Vonex and Toowoomba-based MaxoTel entered a scheme implementation deed (SID) in late June at a price of 3.75c per Vonex share, which represents 108 per cent premium to the closing price prior and an enterprise value of $34.4 million.
With a shareholder vote on the MaxoTel deal just weeks away on 26 September, yesterday Sydney-based Swoop lived up to its name as magpie season begins, offering 4 cents per share to claw Vonex into its nest.
Swoop's non-biding indicative proposal is based on a mix of cash and scrip, with expectations it would result in synergies of $5 million for earnings on an annualised basis.
"This would be an excellent transaction for Swoop and Vonex shareholders," Swoop chairperson James Spenceley said in the announcement yesterday afternoon.
"Swoop is in a strong position to be able to both acquire the business, integrate and extract material synergies given the Swoop team has a more than decade long demonstrated ability to acquire and integrate business well.
"This acquisition combined with our recent large infrastructure contract wins, successful non-core asset disposals and demonstrated above market organic growth means this is an exciting opportunity for our existing shareholders as well as incoming Vonex shareholders."
This morning Vonex said it had thought Swoop's proposal was confidential, but clarified the proposed acquisition would be payable with a maximum of 25 per cent cash and the remainder in shares.
Vonex claims the price per share offered is based on an SWP share price of 23c, which is higher than the current share price of 22c. Vonex would also have to pay MaxoTel a break fee of $350,000 "under certain circumstances" if its pre-existing scheme falls through.
"The offer is also conditional on credit approval from Swoop’s lender and the execution of a binding scheme implementation deed," Vonex said in a release to the ASX this morning.
"Vonex has not received a draft of the proposed scheme implementation deed, and it is unclear what other terms and conditions may be attached to the Swoop offer.
"Considering the conditionality and uncertainty around the Swoop offer there is no certainty that it will lead to a binding offer from Swoop. Accordingly, the Vonex Board does not consider the Swoop offer to be superior to the MaxoTel offer and shareholders should take no action in relation to the Swoop offer."
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