Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>South Australian telecommunications company <strong><a href="https://www.smartkarma.com/entities/uniti-group-ltd" target="_blank" data-smartkarma-citation="entities:29042:1" rel="noopener">Uniti Group Ltd (UWL AU)</a></strong> has announced it has entered into "exclusive discussions" with infrastructure investor HRL Morrison &amp; Co for a potential acquisition.</li>
<li>Morrison &amp; Co’s non-binding proposal has an indicative price of $4.50/share, valuing Uniti at A$3.1 billion.</li>
<li>The proposal has an exclusivity period up to 22 April.</li>
</ul>


South Australian telecommunications company Uniti Group Ltd (UWL AU) has announced it has entered into "exclusive discussions" with infrastructure investor HRL Morrison &amp; Co for a potential acquisition.
Morrison &amp; Co’s non-binding proposal has an indicative price of $4.50/share, valuing Uniti at A$3.1 billion.
The proposal has an exclusivity period up to 22 April.


Uniti Group (UWL AU) And Morrison & Co Enter Into "Exclusive Discussions"

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<p>A day after <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/IFT/364532/336831.pdf" target="_blank" rel="noopener">announcing</a> a strategic review of its 65.5% shareholding in <a href="https://www.smartkarma.com/entities/tilt-renewables-ltd" target="_blank" data-smartkarma-citation="entities:24371:1" rel="noopener">Tilt Renewables (TLT NZ)</a>, renewable energy specialist <a href="https://www.smartkarma.com/entities/infratil-ltd" target="_blank" data-smartkarma-citation="entities:596:1" rel="noopener">Infratil Ltd (IFT NZ)</a> has received a non-binding Offer, by way of Scheme, from AustralianSuper, Australia's largest superannuation fund.</p>
<p>The NZ$7.43/share Offer is a 22.2% premium to Infratil's last close, and a lifetime high.</p>
<p>The proposal includes a cash consideration of NZ$5.79/share and the distribution of 0.22 shares of <a href="https://www.smartkarma.com/entities/trustpower-ltd" target="_blank" data-smartkarma-citation="entities:11489:1" rel="noopener">Trustpower Ltd (TPW NZ)</a>, in which Infratil is a 50.76% shareholder, for each Infratil share.</p>
<p>The stakes in TPW and TLT are both worth ~NZ$1.2bn each - together accounting for 54% of Infratil's market cap.</p>
<p>The Offer values Infratil at NZ$5.4bn. In its June <a href="http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/IFT/354332/324068.pdf" target="_blank" rel="noopener">presentation booklet</a> accompanying a NZ$300mn capital raising, Infratil assessed a fair value for its investments at between NZ$5.67bn-NZ$6.3bn. That placement was done at NZ$4.76/share, an 8% discount to last close. </p>
<p>More below the fold.</p>
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<p></p>
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A day after announcing a strategic review of its 65.5% shareholding in Tilt Renewables (TLT NZ), renewable energy specialist Infratil Ltd (IFT NZ) has received a non-binding Offer, by way of Scheme, from AustralianSuper, Australia's largest superannuation fund.
The NZ$7.43/share Offer is a 22.2% premium to Infratil's last close, and a lifetime high.
The proposal includes a cash consideration of NZ$5.79/share and the distribution of 0.22 shares of Trustpower Ltd (TPW NZ), in which Infratil is a 50.76% shareholder, for each Infratil share.
The stakes in TPW and TLT are both worth ~NZ$1.2bn each - together accounting for 54% of Infratil's market cap.
The Offer values Infratil at NZ$5.4bn. In its June presentation booklet accompanying a NZ$300mn capital raising, Infratil assessed a fair value for its investments at between NZ$5.67bn-NZ$6.3bn. That placement was done at NZ$4.76/share, an 8% discount to last close. 
More below the fold.





Infratil (IFT NZ): Big Super's Infrastructure Grab

<p>Back on the 15 June, Adelaide-based outfit <a href="https://www.smartkarma.com/entities/uniti-group-ltd" target="_blank" data-smartkarma-citation="entities:29042:1" rel="noopener">Uniti Group Ltd (UWL AU)</a> proposed a cash/scrip <a href="https://www.asx.com.au/asxpdf/20200615/pdf/44jmw2gm9mk0f4.pdf" target="_blank" rel="noopener">Offer</a> by way of a Scheme for fiber network operator <a href="https://www.smartkarma.com/entities/opticomm-ltd" target="_blank" data-smartkarma-citation="entities:29041:1" rel="noopener">OptiComm Ltd (OPC AU)</a>.  The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. OPC shareholders were afforded various forms of Scheme consideration options. </p>
<p>On the 8 September OPC <a href="https://www.asx.com.au/asxpdf/20200908/pdf/44mf8nsdvs4hch.pdf" target="_blank" rel="noopener">announced</a> it had received a non-binding and conditional competing proposal, by way of a Scheme, from Aware Super (formerly First State Super), with a cash consideration of A$5.85/share. A week later, Uniti announced a simplified matching offer of $5.85/share, comprising $4.835/share in cash (including a fully-franked $0.10/share dividend), and 0.80537 Uniti shares per OPC share.</p>
<p>On the 12 October, Aware Super made an off-market takeover offer at <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292540-3A552328?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">$6.50/share</a>, including a fully-franked $0.10/share dividend. The Offer was subject to a minimum acceptance condition of 50.1%  - flipping from a Scheme previously - and no MACs. Uniti subsequently <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292991-3A552424?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">sent a letter</a> to OPC stating OPC was in breach of the SID entered into on the <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02281004-3A550234?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">15 September</a>, in commencing the marching rights process. OPC refuted those allegations.</p>
<h3>The New News</h3>
<p>Uniti's has now <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02294151-3A552658?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">tabled</a> a $6.67/share Offer, comprising $5.20/cash (including a fully-franked $0.10/share dividend) and 1.07 new Uniti shares. OPC considers Uniti's revised Offer a superior proposal to Aware's. No mention whatsoever on the alleged SID breach.</p>
<p>Currently trading marginally through terms.</p>
<p>As always, more below the fold.</p>
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<p><em>For a history of the Offers for OPC, please refer to past insights below:</em></p>
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<table class="table table-striped">
<tbody>
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<td style="width: 124.782px;">
<h3>Date </h3>
</td>
<td style="width: 578.75px;">
<h3>Insight</h3>
</td>
</tr>
<tr>
<td style="width: 124.782px;">16-Jun-20</td>
<td style="width: 578.75px;"><a href="https://skr.ma/hdJdx" target="_blank" rel="noopener">Uniti/OptiComm: High-Fibre Diet</a></td>
</tr>
<tr>
<td style="width: 124.782px;">9-Sep-20</td>
<td style="width: 578.75px;"><a href="https://skr.ma/Pa7jW" target="_blank" rel="noopener">OptiComm: First State Gatecrashes Uniti's Offer</a></td>
</tr>
<tr>
<td style="width: 124.782px;">13-Oct-20</td>
<td style="width: 578.75px;"><a href="https://skr.ma/P1MEa" target="_blank" rel="noopener">OptiComm: Aware Super's Superior Optics</a></td>
</tr>
</tbody>
</table>
</div>
</div>
</div>

Back on the 15 June, Adelaide-based outfit Uniti Group Ltd (UWL AU) proposed a cash/scrip Offer by way of a Scheme for fiber network operator OptiComm Ltd (OPC AU).  The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. OPC shareholders were afforded various forms of Scheme consideration options. 
On the 8 September OPC announced it had received a non-binding and conditional competing proposal, by way of a Scheme, from Aware Super (formerly First State Super), with a cash consideration of A$5.85/share. A week later, Uniti announced a simplified matching offer of $5.85/share, comprising $4.835/share in cash (including a fully-franked $0.10/share dividend), and 0.80537 Uniti shares per OPC share.
On the 12 October, Aware Super made an off-market takeover offer at $6.50/share, including a fully-franked $0.10/share dividend. The Offer was subject to a minimum acceptance condition of 50.1%  - flipping from a Scheme previously - and no MACs. Uniti subsequently sent a letter to OPC stating OPC was in breach of the SID entered into on the 15 September, in commencing the marching rights process. OPC refuted those allegations.
The New News
Uniti's has now tabled a $6.67/share Offer, comprising $5.20/cash (including a fully-franked $0.10/share dividend) and 1.07 new Uniti shares. OPC considers Uniti's revised Offer a superior proposal to Aware's. No mention whatsoever on the alleged SID breach.
Currently trading marginally through terms.
As always, more below the fold.


For a history of the Offers for OPC, please refer to past insights below:








Date 


Insight



16-Jun-20
Uniti/OptiComm: High-Fibre Diet


9-Sep-20
OptiComm: First State Gatecrashes Uniti's Offer


13-Oct-20
OptiComm: Aware Super's Superior Optics







<div>
<p>On the 15 June, Adelaide-based outfit <a href="https://www.smartkarma.com/entities/uniti-group-ltd" target="_blank" data-smartkarma-citation="entities:29042:1" rel="noopener">Uniti Group Ltd (UWL AU)</a> proposed a cash/scrip <a href="https://www.asx.com.au/asxpdf/20200615/pdf/44jmw2gm9mk0f4.pdf" target="_blank" rel="noopener">Offer</a> by way of a Scheme for fiber network operator <a href="https://www.smartkarma.com/entities/opticomm-ltd" target="_blank" data-smartkarma-citation="entities:29041:1" rel="noopener">OptiComm Ltd (OPC AU)</a>.  The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. OPC shareholders were afforded various forms of Scheme consideration options. Cash and scrip were capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split.  A Scheme Meeting was convened for the 10 September. </p>
</div>
<div>
<p>On the 8 September OPC <a href="https://www.asx.com.au/asxpdf/20200908/pdf/44mf8nsdvs4hch.pdf" target="_blank" rel="noopener">announced</a> it had received a non-binding and conditional competing proposal, by way of a Scheme, from Aware Super (formerly First State Super). The cash consideration - subject to allowing due diligence - was A$5.85/share, a 12.5% premium to Uniti's Scheme price. Uniti's Scheme Meeting was <a href="https://www.asx.com.au/asxpdf/20200909/pdf/44mg8hvv827pnk.pdf" target="_blank" rel="noopener">postponed</a>.</p>
<p>A week later, Uniti announced a simplified matching offer of $5.85/share, comprising $4.835/share in cash (including a fully-franked $0.10/share dividend), and 0.80537 Uniti shares per OPC share.</p>
<h3>The New News</h3>
<p>Yesterday Aware Super made an off-market takeover offer at <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292540-3A552328?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">$6.50/share</a>, including a fully-franked $0.10/share dividend. The Offer is subject to a minimum acceptance condition of 50.1% and no MACs. Uniti's Scheme Meeting to be held today was <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292668-3A552358?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">postponed</a>. </p>
<p>Uniti now has the right, but not the obligation, to counter a proposal during the next 3 business days - known as the matching rights process. </p>
<p>Uniti subsequently <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02292991-3A552424?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">sent a letter</a> to OPC stating OPC is in breach of the Scheme Implementation Deed entered into on the <a href="https://asx.api.markitdigital.com/asx-research/1.0/file/2924-02281004-3A550234?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">15 September</a>. OPC refuted the allegations and is staying the course on the matching rights process.</p>
<p>Currently trading marginally though terms.</p>
</div>
<div>
<p>As always, more below the fold.</p>
</div>


On the 15 June, Adelaide-based outfit Uniti Group Ltd (UWL AU) proposed a cash/scrip Offer by way of a Scheme for fiber network operator OptiComm Ltd (OPC AU).  The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. OPC shareholders were afforded various forms of Scheme consideration options. Cash and scrip were capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split.  A Scheme Meeting was convened for the 10 September. 


On the 8 September OPC announced it had received a non-binding and conditional competing proposal, by way of a Scheme, from Aware Super (formerly First State Super). The cash consideration - subject to allowing due diligence - was A$5.85/share, a 12.5% premium to Uniti's Scheme price. Uniti's Scheme Meeting was postponed.
A week later, Uniti announced a simplified matching offer of $5.85/share, comprising $4.835/share in cash (including a fully-franked $0.10/share dividend), and 0.80537 Uniti shares per OPC share.
The New News
Yesterday Aware Super made an off-market takeover offer at $6.50/share, including a fully-franked $0.10/share dividend. The Offer is subject to a minimum acceptance condition of 50.1% and no MACs. Uniti's Scheme Meeting to be held today was postponed. 
Uniti now has the right, but not the obligation, to counter a proposal during the next 3 business days - known as the matching rights process. 
Uniti subsequently sent a letter to OPC stating OPC is in breach of the Scheme Implementation Deed entered into on the 15 September. OPC refuted the allegations and is staying the course on the matching rights process.
Currently trading marginally though terms.


As always, more below the fold.


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