Aussie Broadband Limited (ASX:ABB, ABB) announces it has submitted a non-binding
indicative proposal which would result in ABB owning 100% of the issued share capital in
Superloop (ASX:SLC, Superloop), by way of a Superloop scheme of arrangement (Indicative
Proposal).
Under the Indicative Proposal, Superloop shareholders would receive 0.21 ABB shares for
each Superloop share held. Based on the last closing price of ABB shares ($4.53 on 23
February 2024) this implies a total value to Superloop shareholders of $0.95 per share.
ABB believes that the Indicative Proposal will deliver a number of benefits for Superloop
shareholders, including:
- Realising an attractive premium for their shares, representing a 33.2% premium to
the 3 month VWAP at 23 February 2024 of $0.71 for an all-scrip merger transaction; - Through its ongoing shareholding in ABB, participation in the future value creation
of the combined business including through synergies over time; and - Benefitting from improved liquidity in their shares.
ABB believes there is compelling strategic rationale for the merger with Superloop, which
will deliver: - A scale player in Australia providing broadband access services exceeding 1 million
subscribers, with greater reach and network infrastructure, along with brands in
Aussie Broadband, Superloop and Exetel; - A growing business segment with an enhanced product offering and end-to-end
capabilities to compete with the incumbents; - A strong wholesale offering which is well positioned for growth through improved
scale and investment; and - A synergy pool through removal of network cost duplication and other customary
cost areas.
The Indicative Proposal is subject to a number of conditions including: - Completion of confirmatory due diligence satisfactory to ABB;
- The ABB and Superloop Boards enter into a Scheme Implementation Deed (SID) in
mutually acceptable form; and - Unanimous recommendation from the Superloop Board (subject to customary
carve outs regarding a superior proposal and the independent expert’s opinion).
Aussie Broadband notes there is no certainty the Indicative Proposal will result in any
transaction.
ABB has also acquired a 19.9% relevant interest in Superloop. ABB acquired the Superloop
shares at $0.95 in cash per share. ABB will separately release in due course a substantial
shareholder notice.
At this time, Aussie Broadband shareholders do not need to take any action in relation to
the Indicative Proposal. Aussie Broadband will keep the market informed in the event of any
material developments.
ENDS
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