Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<div>
<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> tabled 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>. </p>
<p>The consideration price under the Scheme was A$5.20/share, including a fully-franked $0.10/share dividend. This backed out a 13.6x EV/EBITDA and 24.5x PER.  Plus a 160% gain for shareholders since OPC's listing in August last year.</p>
<div>
<p>OPC shareholders were afforded five alternatives under the Scheme: an all-cash payment; an all-scrip settlement (3.4228 Uniti shares for every OptiComm share), or three different cash/scrip combos. Cash and scrip were capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split. </p>
</div>
<p>The Offer appeared more than fair, and has largely traded around terms. The Scheme Booklet was registered with ASIC on the <a href="https://www.asx.com.au/asxpdf/20200807/pdf/44l9k22tlryt38.pdf" target="_blank" rel="noopener">7 August</a> and a Scheme Meeting convened for the 10 September. </p>
<p>But on the 28 August, OPC <a href="https://www.asx.com.au/asxpdf/20200828/pdf/44m0z124f38777.pdf" target="_blank" rel="noopener">responded</a> to media speculation regarding a  potential alternative suitor. OPC said it has not received any competing proposal, nor has it been made aware of interest from any other party.</p>
<h3>The New News</h3>
<p>OPC <a href="https://www.asx.com.au/asxpdf/20200908/pdf/44mf8nsdvs4hch.pdf" target="_blank" rel="noopener">announced</a> yesterday it had received a non-binding and conditional competing proposal, by way of a Scheme, from First State Superannuation (FSS). The cash consideration under this competing proposal - which is subject to allowing FSS due diligence - is A$5.85/share, a 12.5% premium to Uniti's Scheme price of A$5.20 under its all-cash consideration alternative (ignoring the potential scale-back).</p>
<p>Not surprisingly, the Scheme Meeting has been <a href="https://www.asx.com.au/asxpdf/20200909/pdf/44mg8hvv827pnk.pdf" target="_blank" rel="noopener">postponed</a>.</p>
<p>As always, more below the fold.</p>
</div>
<div>
<p></p>
</div>


Back on the 15 June, Adelaide-based outfit Uniti Group Ltd (UWL AU) tabled 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. This backed out a 13.6x EV/EBITDA and 24.5x PER.  Plus a 160% gain for shareholders since OPC's listing in August last year.

OPC shareholders were afforded five alternatives under the Scheme: an all-cash payment; an all-scrip settlement (3.4228 Uniti shares for every OptiComm share), or three different cash/scrip combos. Cash and scrip were capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split. 

The Offer appeared more than fair, and has largely traded around terms. The Scheme Booklet was registered with ASIC on the 7 August and a Scheme Meeting convened for the 10 September. 
But on the 28 August, OPC responded to media speculation regarding a  potential alternative suitor. OPC said it has not received any competing proposal, nor has it been made aware of interest from any other party.
The New News
OPC announced yesterday it had received a non-binding and conditional competing proposal, by way of a Scheme, from First State Superannuation (FSS). The cash consideration under this competing proposal - which is subject to allowing FSS due diligence - is A$5.85/share, a 12.5% premium to Uniti's Scheme price of A$5.20 under its all-cash consideration alternative (ignoring the potential scale-back).
Not surprisingly, the Scheme Meeting has been postponed.
As always, more below the fold.





OptiComm: First State Gatecrashes Uniti's Offer

<p>Fibre 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> was listed on the 22 August 2019 at $2.00/share, and promptly gained 50% on its debut. It continued this upward trajectory before closing at $5.02 last Friday.</p>
<p>Yesterday morning, 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> tabled 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, with a total consideration of A$5.20/share, including a $0.10/share fully franked dividend.</p>
<p>This backs out a 13.6x EV/EBITDA and 24.5x PER.  Plus a 160% gain for shareholders since listing. </p>
<p>Shareholders are afforded five alternatives under the Scheme: an all-cash payment; an all-scrip settlement (3.4228 Uniti shares for every OptiComm share), or three different cash/scrip combos.</p>
<p>Cash and scrip are capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split. </p>
<p>Uniti will <a href="https://www.asx.com.au/asxpdf/20200615/pdf/44jmw4cmtnp435.pdf" target="_blank" rel="noopener">fund</a> the Scheme via a A$270mn entitlement Offer and a three-year A$150mn debt facility. The institutional component, comprising ~A$152mn, has successfully <a href="https://themarketherald.com.au/uniti-group-asxuwl-successfully-completes-152m-institutional-entitlement-offer-2020-06-16/" target="_blank" rel="noopener">completed</a>.</p>
<p>This aggressive tilt for OptiComm is the latest in a string of acquisitions from Uniti, which itself was listed in February last year.  I would take the Offer with a more cash-heavy component.</p>
<p>More below the fold.</p>

Fibre network operator OptiComm Ltd (OPC AU) was listed on the 22 August 2019 at $2.00/share, and promptly gained 50% on its debut. It continued this upward trajectory before closing at $5.02 last Friday.
Yesterday morning, Adelaide-based outfit Uniti Group Ltd (UWL AU) tabled a cash/scrip Offer by way of a Scheme, with a total consideration of A$5.20/share, including a $0.10/share fully franked dividend.
This backs out a 13.6x EV/EBITDA and 24.5x PER.  Plus a 160% gain for shareholders since listing. 
Shareholders are afforded five alternatives under the Scheme: an all-cash payment; an all-scrip settlement (3.4228 Uniti shares for every OptiComm share), or three different cash/scrip combos.
Cash and scrip are capped at A$407mn and 84mn Uniti shares, respectively, implying a 77%/23% cash/scrip split. 
Uniti will fund the Scheme via a A$270mn entitlement Offer and a three-year A$150mn debt facility. The institutional component, comprising ~A$152mn, has successfully completed.
This aggressive tilt for OptiComm is the latest in a string of acquisitions from Uniti, which itself was listed in February last year.  I would take the Offer with a more cash-heavy component.
More below the fold.

Australia

Opticomm Ltd provides broadband services. The Company offers fiber optics, bills payment, installation, and other related services. Opticomm serves customers in Australia.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

OptiComm Ltd (OPC AU)

OptiComm: First State Gatecrashes Uniti's Offer

Fibre network operator OptiComm Ltd (OPC AU) was listed on the 22 August 2019 at $2.00/share, and promptly gained 50% on its debut. It continued...

David Blennerhassett

Uniti/OptiComm: High-Fibre Diet

Fibre network operator OptiComm Ltd (OPC AU) was listed on the 22 August 2019 at $2.00/share, and promptly gained 50% on its debut. It continued...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)