FX Networks Limited
Transaction Type: Takeover (Compulsory acquisition)
Offeror: Vocus (New Zealand) Holdings Limited
Independent Adviser(s): KPMG (Rule 21)
Offer dispatch date: 22/08/2014
Offer closing date: 16/09/2014
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 2014 with Vocus receiving acceptances in respect of 99.88% of the shares in FX Networks.
The offer was declared unconditional on 19 September 2014 and Vocus sent its compulsory acquisition notice to acquire the outstanding shares.