MIRA-Aware Super a step closer to finalising AU$3.5 billion takeover of Vocus

As IPO plans for Vocus New Zealand are binned.

Vocus is a step closer to finalising an acquisition offer from Macquarie Infrastructure and Real Assets (MIRA) and Aware Super, valued at AU$3.5 billion, after announcing it entered into a scheme implementation deed (SID) with the consortium on Tuesday.

The consortium is proposing to acquire 100% of Vocus for AU$5.50 a share, putting the total value of the acquisition at AU$3.5 billion. MIRA made the indicative offer in early February, before Vocus announced later that month Aware Super had joined the consortium.

In entering the SID, Vocus has unanimously recommended for its shareholders to vote in favour of the scheme, in the absence of a superior offer and subject to an independent expert that will determine whether the scheme is in the best interests of shareholders.  

"The Vocus Board is unanimous in our view that this offer is in the best interests of Vocus shareholders," Vocus chairman Bob Mansfield said.

"In making this assessment, the Board considered a range of alternatives, including the execution of our existing strategy under which the proceeds of an IPO of Vocus New Zealand would reduce debt and be invested in our core business.

"Feedback from shareholders in recent weeks on the indicative offer of $5.50 originally received from MIRA has been overwhelmingly positive and there is a broad recognition that this is a very fair value for Vocus shareholders."

The company added as part of entering the SID, it will not be pursuing IPO plans of Vocus New Zealand, which it had announced in November.

Vocus managing director and CEO Kevin Russell touted the acquisition would support the company in future growth plans.

"As we enter this new stage of investment and growth, support from MIRA and Aware Super will provide the strongest possible foundation for the business and the capacity to invest in our key assets and provide exceptional service to our customers," he said.

Shareholders will vote on the scheme at a meeting, currently expected to be held in June. If shareholders give the green light, the takeover would come into effect in July.

Vocus has appointed Credit Suisse as financial advisor and Allens as legal advisor for the process. 

For its half-year results, Vocus recurring revenue increased by 2% to AU$896 million while underlying earnings before interest, tax, depreciation, and amortisation (EBITDA) remained steady, hovering around AU$192 million. Underlying net profit after tax was AU$45.4 million, which was an 11% year-on-year dip.

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