iiNet shareholders approve TPG's AU$1.5B takeover bid

iiNet shareholders have voted in favour of a takeover bid by rival telecommunications company TPG, with 95.09 percent voting in favour and 4.91 percent voting against.

A total of 105.8 million shares voted on the resolution, with 100.63 million votes in favour and 5.2 million votes against. Almost 90 percent (89.93 percent) of shareholders voted in favour of the deal, with the majority decision of votes also easily reached.

The vote, made by shareholders on Monday, will see TPG acquire 100 percent of iiNet shares in a deal worth around AU$1.5 billion. The acquisition will result in TPG becoming Australia's second-largest telco after Telstra, increasing its customer base to 1.7 million.

The deal will see TPG pay AU$9.55 per iiNet share, incorporating a AU$8.80 cash or scrip consideration and AU$0.75 cash per share.

TPG's initial all-cash offer of AU$1.4 billion in March was eclipsed by rival telco M2's predominately scrip AU$2.25 billion counter-bid in April, which was backed by iiNet, resulting in TPG upping its offer the following month.

"The board has weighed up both offers, and given careful consideration to the merits of a primarily cash-based offer to one which predominantly comprised scrip. We believe the revised cash offer of AU$9.55 from TPG is favourable to M2's predominantly scrip offer," iiNet chairman Michael Smith said in a statement in May.

M2's offer would have seen 0.803 M2 shares swapped for each iiNet share, plus a AU$0.75 special dividend.

Concerns were raised by iiNet customers to the Australian Competition and Consumer Commission (ACCC) that TPG's emphasis on operating at a low cost might adversely impact iiNet's traditional high emphasis on customer service in the event of a takeover.

"A number of consumers noted in submissions to the ACCC that they had switched their service provider from TPG to iiNet because they value iiNet's perceived superior customer service," the ACCC said in June.

The iiNet board has since confirmed TPG's intentions to retain the iiNet brand and level of customer service.

While iiNet founder and shareholder Michael Malone originally criticised the takeover deal, due to the companies' differing philosophies on company culture and the resultant lack of competition in the industry, he stated in May that he would not seek to block it.

"To be blunt, I'm not sure yet about this new bid. To be fair to TPG, they have listened to shareholder comments and the new offer does address those concerns," Malone said on broadband enthusiast website Whirlpool.

"How do I feel? Well, of course I always wanted iiNet to be an independent voice. But I have said since 1999 that I will not (and now cannot) use our shareholding to block a fair bid."

The ACCC's examination of the deal in regards to concerns about competition is continuing, with the consumer watchdog's decision to be published on August 20.

"The proposed acquisition would combine two of the five largest suppliers of fixed broadband in Australia. The ACCC is exploring the extent to which the acquisition of iiNet will reduce competition by reducing the likely competitive tensions in respect of pricing, innovation, and service quality," ACCC chairman Rod Sims said.

Provided the ACCC gives the go-ahead to the takeover, an application for court approval would then be made by the companies.

The implementation date, when iiNet shares will be transferred to TPG, is expected to be September 7.