$300m in M&A deals announced

10/12/2015 - 14:43


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Perth company directors Ian Middlemas and Domenic Martino have joined a flurry of pre-Christmas M&A deals that are valued at nearly $300 million, and designed to revive moribund resources companies.

Perth company directors Ian Middlemas and Domenic Martino have joined a flurry of pre-Christmas M&A deals that are valued at nearly $300 million, and designed to revive moribund resources companies.

The deals include a plan by one Perth company to purchase a Queensland coal project, and several tech-focused backdoor listings.

Six companies based in Western Australia have announced backdoor listings this month. 

After suspending its share from trade earlier this week, Pan Asia Corporation announced today it had entered into a deal for the purchase of United Queensland Resources, in exchange for 10 billion shares, which it has valued to be worth $200 million.

In a statement, Pan Asia said UQR owned a ‘sizeable coal operation’, which comprised conventional coal exploration and pre-development projects in the Bowen Basin.

UQR’s assets include the Teresa project, the Pentland project and the Dalby project, which have an estimated combined resource of 712 million tonnes of coal.

UQR is backed by Pan Asia chairman Mr Martino’s son, Christopher Martino, who owns an 18.7 per cent stake through his company Minimum Risk.

As part of the acquisition, UQR will have the right to appoint four directors to the board of Pan Asia, replacing four current directors, and will also appoint a managing director.

Pan Asia expects to be reinstated on the ASX in April.

Mr Martino and his son are also directors of local company Synergy Plus, which yesterday announced it had executed a former merger implementation deed for the acquisition of technology and online gaming business VGW Holdings, in a deal worth about $48.9 million.

Under the terms of the proposal, which was originally announced in October, Synergy Plus will wholly acquire VGW in exchange for about 979.5 million shares at 5 cents each, plus performance shares subject to certain milestones.

Synergy Plus will also undertake a minimum $3.5 million capital raising in order to comply with ASX relisting rules, which has been underwritten by Minimum Risk.

It will change its name to VGW Gaming Limited if the deal is successful.

Meanwhile, a Perth-based resources company chaired by Mr Middlemas has joined the wave of backdoor listings, with plans to buy a US-based tech company.

Pacific Ore has announced plans to by Seattle company Syntonic Wireless in exchange for 2.65 billion shares, which, at the company’s opening price of 1.7 cents each, are worth about $45.1 million.

Pacific Ore shares dropped 35.2 per cent on the news today, closing at 1.1 cents each.

Syntonic owns its mobile connectivity as a service platform, which enables content-oriented models for monetising data access on mobile devices.

Pacific Ore will be required to complete a minimum $7 million capital raising at a price yet to be determined in order to comply with ASX relisting rules, and plans to change its name, although it is yet to decide on what the new name will be.

If the deal is successful, current Pacific Ore directors Mr Middlemas, Mark Pearce and David Parker will resign from the board and will be replaced with Garry Greenbaum, Rahul Agarwal and David Wheeler.

“The opportunity to be part of the ASX will provide the capital to grow Syntonic’s development, marketing, and channel resources to extend our proven market success with split billing and sponsored data solutions,” Syntonic chief executive Mr Greenbaum said.

Mr Middlemas holds a number of board positions at Perth-based companies, including Paringa Resources, Berkeley Resources, Prairie Mining, Equatorial Resources, and Odyssey Energy.

Orca Energy also announced it is planning to become a tech company by acquiring mobile tech, marketing and content delivery business Mobimedia in a deal worth $4.72 million.

Orca is offering about 196.7 million shares to wholly acquire Mobimedia, plus performance shares.

If the deal goes through, it’s proposed that three Mobimedia nominees will join the board of the new company, while Greg Bandy, Jason Bontempo and Nathan Rayner will resign.

In a statement, Orca said the merged entity would be ‘well capitalised’ to fund expansion activities after a $3.5 million equity investment was recently made by a private equity firm directly into Mobimedia, adding to Orca’s cash balance of about $4.8 million, meaning it won’t be required to undertake a capital raising.

Canaccord Genuity was appointed as lead manager to the transaction, while Peloton Capital was appointed corporate adviser.

Orca hopes to begin trading on the ASX under its new business model by mid-March.

Pan Asia shares closed 33.3 per cent lower to 0.4 cents each, while Orca shares were 26.1 per cent lower to 1.7 cents each at the close.

Synergy Plus shares haven’t traded since March 2011.


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