Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

On the 22 February, <a href="https://www.smartkarma.com/entities/8709" target="_blank" data-smartkarma-citation="entities:8709:1">Netcomm Wireless (NTC AU)</a> received a $1.10 cash offer (53% premium to last close) from <a href="https://www.smartkarma.com/entities/26584" target="_blank" data-smartkarma-citation="entities:26584:1">Casa Systems (CASA US)</a> via a <a href="https://www.asx.com.au/asxpdf/20190222/pdf/442vgy99vz64sd.pdf" target="_blank">Scheme</a>. 
Netcomm directors, including founder David Stewart, a NED, the major shareholder with 12.3%, will vote for the Scheme, subject to a positive Independent Expert (IE) opinion and in the absence of a superior competing offer.
FIRB was received on the <a href="https://www.asx.com.au/asxpdf/20190415/pdf/4449w6w6gfr085.pdf" target="_blank">15 April</a> and the Scheme Booklet was <a href="https://www.asx.com.au/asxpdf/20190503/pdf/444trzg7nq20c2.pdf" target="_blank">dispatched</a> on the 3 May, wherein the IE provided a "fair and reasonable" opinion. Proxy advisors Glass Lewis and ISS <a href="https://www.asx.com.au/asxpdf/20190529/pdf/445g6061cqhn0f.pdf" target="_blank">recommended</a> shareholders vote FOR the Scheme at the Scheme Meeting today.
But in an about turn, Netcomm first <a href="https://www.asx.com.au/asxpdf/20190606/pdf/445nk0frwfvtnr.pdf" target="_blank">retracted</a> the proxy advisor announcement, then <a href="https://www.asx.com.au/asxpdf/20190606/pdf/445nv1cxbpzrf4.pdf" target="_blank">pushed back</a> the Scheme Meeting to the 20 June to:
<blockquote>
enable the shareholders of Netcomm to consider the supplementary disclosure that Netcomm proposes to make in response to matters raised by some Netcomm shareholders and ASIC
</blockquote>
Netcomm further added that its board continues to recommend the Scheme and reiterated the IE's conclusion.
Today, shares were placed in a <a href="https://www.asx.com.au/asxpdf/20190607/pdf/445p7gdbk7mh8y.pdf" target="_blank">trading halt</a> to "manage its continuous disclosure obligations" and will tentatively resume trading on the 12 June (Monday is a holiday). 
Shares last changed hands at $1.09 and have not closed through terms. The delay appears largely procedural, and with less than a fortnight to reconvene for the Meeting - and a little over a week to digest the new information - it would suggest whatever is to be discussed in the supplementary disclosure is unlikely to be of sufficient weight to torpedo the deal.
<hr>
Refer to the <a href="https://www.smartkarma.com/insights/quiddity-australia-m-a-guide-2019" target="_blank" data-smartkarma-citation="insights:30118">Quiddity Australia M&amp;A Guide 2019</a> for more on the relevant rules, regulations, documentation, timing, and pointers on Australian M&amp;A. It's one of a series (search for "Quiddity" in the search bar for more).

On the 22 February, Netcomm Wireless (NTC AU) received a $1.10 cash offer (53% premium to last close) from Casa Systems (CASA US) via a Scheme. 
Netcomm directors, including founder David Stewart, a NED, the major shareholder with 12.3%, will vote for the Scheme, subject to a positive Independent Expert (IE) opinion and in the absence of a superior competing offer.
FIRB was received on the 15 April and the Scheme Booklet was dispatched on the 3 May, wherein the IE provided a "fair and reasonable" opinion. Proxy advisors Glass Lewis and ISS recommended shareholders vote FOR the Scheme at the Scheme Meeting today.
But in an about turn, Netcomm first retracted the proxy advisor announcement, then pushed back the Scheme Meeting to the 20 June to:

enable the shareholders of Netcomm to consider the supplementary disclosure that Netcomm proposes to make in response to matters raised by some Netcomm shareholders and ASIC

Netcomm further added that its board continues to recommend the Scheme and reiterated the IE's conclusion.
Today, shares were placed in a trading halt to "manage its continuous disclosure obligations" and will tentatively resume trading on the 12 June (Monday is a holiday). 
Shares last changed hands at $1.09 and have not closed through terms. The delay appears largely procedural, and with less than a fortnight to reconvene for the Meeting - and a little over a week to digest the new information - it would suggest whatever is to be discussed in the supplementary disclosure is unlikely to be of sufficient weight to torpedo the deal.

Refer to the Quiddity Australia M&amp;A Guide 2019 for more on the relevant rules, regulations, documentation, timing, and pointers on Australian M&amp;A. It's one of a series (search for "Quiddity" in the search bar for more).

Australia

NetComm Wireless Limited designs, manufactures and distributes communication and networking devices including analogue modems, wired and wireless networking devices, routers and ADSL modems.  The Company distributes its products to retailers, telecom carriers and Internet service providers.

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Netcomm Wireless (NTC AU)

Last Minute Hitch To Netcomm's Vote

On the 22 February, Netcomm Wireless (NTC AU) received a $1.10 cash offer (53% premium to last close) from Casa Systems (CASA US) via a...

David Blennerhassett

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