Offeror(s): Vocus (New Zealand) Holdings Limited

Independent Adviser(s): KPMG (Rule 21)

Offer Date: 22/08/2014

Closing Date: 16/09/2014

Offer Type: Full

Compulsory Acquisition

Summary of transaction:

On 22 August 2014, ASX-listed Vocus Communications Limited (“VCL”), through its wholly owned subsidiary Vocus (New Zealand) Holdings Limited (“Vocus”), made a full takeover offer for all the ordinary shares in FX Networks Limited (“FX Networks”).

The consideration offered per FX Networks share was:

  • 16.76 fully paid shares in VCL; or

  • $79.30 in cash (subject to a cash cap).

If the aggregate of the cash consideration that the shareholders elected to receive exceeded a cash cap of $20.3 million then the cash consideration would be allocated to shareholders on a pro-rata basis with any outstanding consideration then paid in VCL shares.

The offer was subject to, among other things, the following conditions:

  • Vocus receiving acceptances that would result in it holding or controlling 90% or more of the voting rights in FX Networks;

  • escrow commitments being entered into in respect of 50% of the VCL shares issued pursuant to the offer; and

  • Vocus receiving various change of control consents.

The satisfaction of the minimum acceptance condition was an effective certainty because Vocus had entered into lock-up agreements with a number of the major shareholders of FX Networks. The locked-in shareholders agreed to accept the offer in respect of their FX Networks shares (totalling, in aggregate, more than 80% of the FX Networks shares on issue) and exercise the drag provisions under their shareholders’ agreements.

The offer closed on 16 September with Vocus receiving acceptances in respect of 99.88% of the shares in FX Networks.

The offer was declared unconditional on 19 September and Vocus sent its compulsory acquisition documents to compulsorily acquire the outstanding shares.