Deal: Lander & Rogers is advising Uniti Group Limited on its proposed acquisition of 100 per cent of OptiComm Ltd.

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.

The transaction is expected to be completed on 30 September 2020.

Value: $532 million.

Area: Corporate M&A, capital markets. 

Key players: The Lander & Rogers team consisted of partners Jackie Solakovski, Simon Davidson, Rob Neely, special counsel Daniel Hickman along with senior associates David Cinque, Faiza Bukhary, and lawyers Girish Rao, Alex Dworjanyn, Alison Davey and Mike Azarnikow.  

Deal significance: 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 per cent of the issued share capital of OPC via a scheme of arrangement (scheme). 

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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. 

“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,” Ms Solakovski said.

“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.”

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 advisers.