Lander & Rogers is advising Uniti Group Limited (ASX:UWL) on its proposed acquisition of 100% of OptiComm Ltd (ASX:OPC) via a scheme of arrangement. Simultaneously, Lander & Rogers is advising UWL on the fully underwritten accelerated non-renounceable entitlement offer to raise $270 million to assist with funding the acquisition.
On 15 June 2020, UWL announced that it had entered into a Scheme Implementation Deed (SID) with OPC under which UWL has agreed to acquire 100% of the issued share capital of OPC via a scheme of arrangement (Scheme). The Scheme consideration of $5.10 per OPC share, comprised of either $5.10 in cash, 3.4428 UWL shares or a combination of cash and UWL shares, values OPC's equity at approximately $532 million. OPC shareholders may also receive a fully franked special dividend of $0.10 per OPC share upon the Scheme becoming effective.
If the Scheme is implemented, the acquisition will be a transformational bolt on to UWL's wholesale and infrastructure pillar, enabling it to more effectively compete in its core market. Both UWL and OPC construct last mile fixed-line wholesale fibre-to-the-premises telecommunications networks in greenfield developments for property developers building new housing throughout Australia. The acquisition of OPC would mean UWL becomes Australia's sixth largest ASX-listed telecommunications company, and it is expected that UWL's market capitalisation would make it eligible for inclusion in the S&P/ASX 200 Index.
Lander & Rogers is providing UWL with legal advice on all aspects of the acquisition, which has included due diligence on OPC and negotiation of the SID and related documents, as well as advising on competition law issues. Additionally, acting as counsel for the capital raising, Lander & Rogers is providing a full suite of ECM services, including liaising with the ASX regarding technical submissions under the ASX Listing Rules, coordinating the due diligence process, drafting the offer materials, negotiating the underwriting agreement and liaising with the joint lead managers and underwriters and their advisors.
Lander & Rogers Lead Partner Jackie Solakovski said: "We are delighted to be working with UWL on its acquisition of OPC and its $270 million equity raising to assist with funding the acquisition. The acquisition of OPC is another great milestone for UWL and follows our previous work with UWL on its acquisitions of 1300 Holdings, OpeNetworks, LBNCo, Fone Dynamics and Call Dynamics and its earlier equity raisings to raise $185 million. We are proud to continue our support and to partner with UWL in achieving its growth strategy."
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