MNF stand firm on agreement to purchase Business from IAB
In response to a proposal to make an off-market takeover bid for IAB from the SB&G Consortium (SB&G), MNF Group simplified and improved its transaction terms and entered into an agreement to reflect this on 23 November 2018.
A revised takeover proposal was made by SB&G on 4 December 2018, and further information was provided by them on 5 December 2018 in response to questions from the IAB Board.
Having reviewed the details in the revised SB&G proposal, the MNF Board's opinion remains that completion of the MNF agreement still provides more value, more certainty and significantly less risk to IAB shareholders than the revised SB&G proposal. The IAB Board has announced a clear timeframe and mechanism for payments to shareholders in relation to the MNF agreement.
MNF considers the revised SB&G proposal is currently incomplete and contains a high degree of complexity and execution risk. The revised SB&G proposal is dependent on future actions and events which are not within the control of SB&G. If those events do not occur as SB&G have described, all or some IAB shareholders could be stranded with their shareholding in IAB diluted.
In summary, MNF considers its agreement as superior for the following reasons:
- The MNF agreement is a complete and binding sale & purchase agreement for the Wholesale and Enablement Business of Inabox Group, which is only conditional on shareholder approval at the upcoming General Meeting on Friday 7 December 2018.
- The MNF agreement is fully funded by MNF using its debt facility.
- MNF is ready to complete the purchase within 3 business days of IAB shareholders approving the transaction at the General Meeting.
- The MNF agreement does not require IAB to breach its banking covenants, nor require any further consideration from IAB's bank or ASIC and does not require IAB to convene further shareholder meetings (other than to distribute capital).
- If the MNF transaction is approved at the General Meeting, IAB will not need to raise further capital before the end of December which the IAB Board has indicated would otherwise be required.
- The MNF agreement allows the IAB Board to pay a fully franked dividend from the profits generated by the sale of the business, which is consistent with Australian tax legislation.
- MNF has a proven track record and reputation for successfully completing many acquisitions over the past 10 years.
As a result of our analysis of the current circumstances, the MNF Board intends to stand firm on its current agreement and does not intend to increase or improve its offer.
About MNF Group Ltd
MNF Group Limited (ASX:MNF) is one of Asia-Pacific's fastest growing technology companies. Listed on the ASX since 2006, it is now capitalised at around $320M, and twice winner of the Forbes Asia-Pacific "Best under a Billion" award. Headquartered in Sydney, Australia, the company has over 500 people located across Asia-Pacific, Europe and North America. MNF develops and operates a global communications network and software suite enabling some of the world’s leading innovators to deliver new-generation communications solutions.
As the world moves to IP, MNF Group is building the brands, services, network and technology to lead the way.
For further information about MNF Group Limited please visit: http://mnfgroup.limited/
MNF Group Ltd