Receipt of Non-Binding and Conditional Competing Proposal
Sydney, Sep 29, 2023 AEST (ABN Newswire) - Symbio Holdings Limited (ASX:SYM) advises that it has today received a non-binding indicative conditional proposal from Aussie Broadband Limited (ASX:ABB) ("Aussie Broadband" ) to acquire all of the shares in Symbio via a scheme of arrangement ("ABB Indicative Proposal").
Under the terms of the ABB Indicative Proposal, Symbio shareholders would receive $2.36 in cash and 0.192 Aussie Broadband shares for each Symbio share (75% Cash and 25% Scrip Structure) as a default consideration. Based on the closing price of Aussie Broadband shares of $4.11 per share on 28 September 2023, the ABB Indicative Proposal values Symbio at $3.151 per share ("ABB Proposed Purchase Price").
In addition, Symbio shareholders would have the ability to receive the consideration in cash or scrip by way of a mix and match facility, where each Symbio shareholder will be able to choose to maximise either cash or ABB scrip, subject to a scale back as appropriate. The offer also contemplates a fully franked dividend to Symbio shareholders prior to scheme implementation of up to $0.35 per ordinary share ("Special Dividend"), implying a release of franking credits of up to $0.15 per share.
The ABB Proposed Purchase Price represents a premium to Symbio's trading price prior to the announcement of the Superloop proposal on 31 July 2023 ("Undisturbed Share Price") as detailed below*, and a 10.5% premium to Superloop's revised indicative proposal disclosed to the market on 22 September 2023 of $2.85 per share ("Superloop Revised Indicative Proposal")
The ABB Indicative Proposal is subject to the following conditions:
- Completion of confirmatory due diligence satisfactory to Aussie Broadband;
- Upon public announcement of the ABB Indicative Proposal, a statement from the Symbio Board that they intend to recommend the ABB Indicative Proposal should it be presented in a binding form
- Aussie Broadband and Symbio entering into a Scheme Implementation Deed ("SID") in mutually acceptable form (which would be expected to contain customary deal protection mechanisms);
- Unanimous recommendation of the Symbio Board and a commitment from all Symbio directors to vote any Symbio shares they hold or control in favour of the ABB Indicative Proposal (subject to customary carve outs regarding a superior proposal and the independent expert's opinion); and
- That Symbio and Aussie Broadband enter into an exclusivity and process deed on or before 29 September 2023 and that Symbio terminates its discussions with Superloop.
ABB's intention is to fund the cash component of the transaction via a new debt facility and it has provided Symbio with a highly confident letter from a reputable financial institution.
The Board of Symbio and its advisers have undertaken a review of the ABB Indicative Proposal. Given the value premium of the ABB Indicative Proposal relative to the value of the consideration offered under the Superloop Revised Indicative Proposal and the limited diligence conditionality, the Symbio Board on balance considers it to be superior.
The Symbio Board has:
- Provided notification of the ABB Indicative Proposal to Superloop;
- Entered into the exclusivity and process deed (Exclusivity Deed) to enable ABB to undertake a period of exclusive due diligence for 15 NSW business days following opening of the data room, which will occur today (Exclusivity Period); and
- Confirmed its intention to recommend the ABB Indicative Proposal , subject to entry into the SID, the findings of the independent expert and in the absence of a superior proposal.
Under the Exclusivity Deed, Symbio has agreed to (among other things) terminate discussions with other third parties in relation to any potential competing proposal, and adhere to customary "no shop", "no talk" and notification obligations.
Aussie Broadband will also be entitled to receive a work fee of $1,350,000 in the event that Aussie Broadband executes and delivers a Scheme Implementation Deed reflecting the terms of the ABB Indicative Proposal and other market standard terms, to Symbio and Symbio fails to return a signed counterpart to Aussie Broadband within 4 NSW business days of delivery.
The Exclusivity Deed is appended to this announcement.
Update on Superloop Updated Indicative Proposal
Pursuant to the announcement made to the market on 22 September 2023, Symbio has continued to engage with Superloop in relation to its Revised Indicative Proposal.
Symbio notes that Superloop's Revised Indicative Offer is still subject to a number of conditions, including entering into of a scheme implementation agreement by 29 September 2023, which will not occur as a result of Symbio entering into exclusivity with Aussie Broadband.
There is no certainty at this stage that the ABB Indicative Proposal will result in a binding proposal.
In the meantime, shareholders do not need to take any action and the Board will update shareholders as appropriate
*To view tables and figures, please visit:
About Symbio Holdings Limited
Symbio's technology replaces old-fashioned telecom networks with software, making it faster and easier to deliver modern cloud-based communication services, unlocking endless new applications for calling, messaging and phone numbers.
Symbio is the backbone for the global cloud communication industry. Over 500 service providers - from telecom start-ups to the world's biggest software companies - rely on Symbio for the connectivity, quality and expertise they need to solve complex communication challenges.
Headquartered in Sydney, Symbio powers billions of calls and messages each year, owns networks in three countries and employs over 450 staff worldwide.
For more information about Symbio visit www.symbio.global