A meeting of iiNet shareholders in Perth yesterday voted overwhelmingly in favour of TPG’s acquisition of the company. Some analysts and iiNet’s founder Michael Malone had argued strongly and publicly against the acquisition, but the vast majority of shareholders voted for an offer they couldn’t refuse.
Malone said after the deal was first announced that the deal meant that iiNet’s board was out of ideas and that he strongly advised shareholders to vote against the deal, which he thought was not in their best interest. But in the end it was resounding - 95.09% voting in favour and just 4.91% voting against. TPG already owns 6.25% of iiNet.
The deal remains subject to a number of conditions, include approvals from the ACCC and the Federal Court of Australia. Given the strength of the vote these are expected to be given.
The ACCC's final decision is scheduled to be released on 20 August 2015 with iiNet seeking orders from the Federal Court of Australia for approval at a hearing scheduled for the next day. The ACCC has called for submissions on the acquisition, which closed on30 April.
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If the deal is approved by the ACCC and the court, iiNet shareholders will receive their consideration on the implementation date, which is expected to be 7 September 2015. They will receive 0.5533 TPG Shares, $3.77 in cash; and a discretionary special dividend of up to $0.75 per iiNet share in cash and top-up cash consideration for the difference between the amount of the dividend declared and $0.75. iiNet shareholders who opted for cash only will receive total consideration of $9.55 per iiNet Share.
iiNet chairman's Michael Smith, addressing the meeting, made special mention of the founder: “It would also be remiss not to acknowledge the past efforts and achievements of Michael Malone in building this company from such humble beginnings. We certainly wouldn't be where we are today without his tireless efforts over many years.”
Thank you Michael Malone.
Malone left the company in early 2014 after a sabbatical, but remained a major and active shareholder. His strident remarks against the deal were not enough to persuade others to reject it, particularly after rival M2 Telecommunications made a counter-offer, forcing TPG to increase its bid.
The deal was first announced on 13 March, with TPG offering $8.60 per share. On 27 April M2 offered a cash plus share deal that was attractive enough to force TPG to come back on 6 May with a revised offer of $8.80 per share, which led to M2 withdrawing its bid.
“The takeover process we have been through over recent months demonstrates how strategically valuable iiNet has become to national players in the telecommunications sector as the industry heads towards an inevitable consolidation phase,” said Smith.
“It's clear we have built a business with a brand, customer base and reputation for customer service that a number of key players in the industry would like to own.”
The deal marks a significant evolution in the Australian telco market. The two companies will have a combined revenue of $2.3 billion and over 1.7 million customers, and will easily be the country’s second largest ISP after Telstra.