Blake Dawson Waldron is advising Alinta Ltd on the disposal of its interests in Uecomm, an Australian provider of broadband services.
The firm said Alinta announced last month it had reached agreement with SingTel Optus on a proposal which could result in acquisition of Alinta’s interests in Uecomm for approximately $155 million.
Alinta’s interests in Uecomm consist of: 335 million ordinary shares, representing approximately 66 per cent of Uecomm’s issued capital; and rights and obligations under a loan facility from Alinta to Uecomm (drawn to $54 million as at 30 April 2004) and a guarantee facility provided by Alinta to ANZ Banking Group.
SingTel Optus has announced an off-market takeover offer to acquire all the ordinary shares in Uecomm at 40 cents per share, at a total net consideration of $226.8 million.
Alinta and SingTel Optus have signed a pre-bid agreement under which Alinta granted SingTel Optus a call option over 14.9 per cent of Uecomm’s issued capital initially, and over an additional 5 per cent upon SingTel Optus receiving FIRB approval. The exercise price under the call option is 32.5 cents per share.
Subject to no higher offer being announced to Alinta for its Uecomm interests, Alinta said it intends to accept the SingTel Optus offer. This includes the final 46 per cent of Uecomm once all the offer conditions, other than a minimum acceptance condition of 65 per cent, are satisfied.
Alinta is being advised by Blakes’ joint practice head of M&A Marie McDonald, partner in financial services Cam Johnston and special counsel Bruce Dyer.
The firm said it had worked closely on the transaction with Murray King, Alinta’s general counsel, and Chris Indermaur, general manager, business development.
“Alinta acquired its Uecomm interests in a portfolio of assets from United Energy in July 2003, as part of the highly complex Project Shearwater,” McDonald said. This involved Alinta and AMP acquiring United Energy, Multinet Gas and various other energy assets.
“At the time, Alinta indicated that it was not a natural long-term holder of its Uecomm interests and we have been advising Alinta since then on various options for dealing with its interests.”