First State swoops on OptiComm

Opticomm CEO Paul Cross. Picture: David Geraghty

OptiComm has received a competing $609 million takeover proposal from First State Super following an earlier offer from the Uniti Group.

OptiComm had agreed to complete a scheme of arrangement with Uniti, which was offering $5.10 per share for the company, equating to $530m or $540m factoring in a dividend payment.

However, First State is offering $5.85 cash, with the proposal lobbed with the company on Monday.

OptiComm has deferred the meeting to vote on the Uniti deal and First State has now been offered the opportunity to carry out due diligence on the company until September 18.

It comes after DataRoom reported on August 27 that another suitor was believed to be circling OptiComm.

Spark Infrastructure was understood to have been eyeing OptiComm in recent weeks, but opted not to proceed with an acquisition.

OptiComm provides internet connection services to both property developers and retail service providers and is considered “core-plus” infrastructure by some infrastructure funds.

It listed last year with a $208.2m market value and shares were sold at $2 each.

OptiComm and Uniti had both agreed on the takeover deal and shareholders were due to vote on the transaction on September 10.

The First State Super proposal is subject to due diligence and carries a 12.5 per cent premium to the Uniti offer, which amounts to $5.20 per share, factoring in a 10c dividend.

OptiComm said in a statement to the market on Tuesday that it was appropriate for the board to engage in further discussion with the competing bidder on the basis it may lead to a superior proposal.

But it said that it would still recommend that shareholders vote in favour of the Uniti scheme in the absence of a superior proposal.

“Due to the level of conditionality in the current competing proposal, the OptiComm board does not currently consider the competing proposal to be superior to the Uniti Scheme,” the company said in a statement.

OptiComm has been asked to put forward a formal binding bid by September 18.

Uniti will receive a $5.4m break fee from OptiComm if it proceeds with another proposal.

First State Super is advised by ICA Partners and law firm Allens.

OptiComm had agreed to complete a scheme of arrangement with Uniti, which was offering $5.10 per share for the company.

However, First State is offering $5.85 cash, with the proposal lobbed on Monday.

OptiComm has deferred the meeting to vote on the Uniti deal and First State has now been offered the opportunity to carry out due diligence on the company.

More to come.