ALINTA has offloaded its 66 per cent stake in junior telecommunications player Uecomm to SingTel subsidiary Optus for $155 million.
Optus plans to take full control of Uecomm in a deal valued at $226.8 million.
In an announcement to the Australian Stock Exchange, the Western Australia-based energy company said it planned to accept the offer from Australia’s second largest telecommunications provider, assuming no higher offers were received.
A key condition of Alinta accepting Optus’ offer will be whether the telecom can receive Australian Competition and Consumer Commission and FIRB approval for the deal.
Alinta will receive the $155 million for its 335 million ordinary shares in Uecomm.
Optus will also assume Alinta’s rights and obligations under a loan facility from Alinta to Uecomm for $45.9 million plus accrued but unpaid interest on any further amounts drawn down at the time of the acquisition of the debt facility; and the rights and obligations under a bank guarantee facility provided by Alinta to ANZ.
Alinta and Optus have signed a pre-bid agreement under which Alinta guaranteed Optus a call option over 14.9 per cent of Uecomm’s issued capital initially and another 5 per cent of Uecomm’s issued capital upon Optus receiving Foreign Investment Review Board approval
The loan facility has been drawn to $54 million at April 30.
Optus has also agreed to make an off-market takeover offer to acquire all of the remaining ordinary shares in Uecomm. It is expected to release full details of its takeover and serve its takeover documents on Uecomm by June 11.
A 65 per cent acceptance rate is one of the key conditions of the Optus offer.
The directors of Uecomm have recommended shareholders take the Optus offer.
Optus chief executive Paul O’Sullivan said Uecomm was a strong growth company and a natural complement to Optus’ existing business.
"Uecomm’s network footprint in Sydney, Melbourne, Brisbane and the Gold Coast, its provision of high bandwidth data services, its focus on ethernet technology and its emphasis on serving the corporate midmarket will strengthen Optus’ offering to corporate customers," he said.
Alinta managing director Bob Browning said the proposed transaction would benefit all parties involved.
"It allows Alinta to focus on its core business of operating and managing energy infrastructure assets while providing Uecomm with a strong platform for the next stage of its development," he said.
Alinta acquired its Uecomm stake as part of a portfolio of assets from United Energy in 2003.
The company had maintained its interest in offloading the asset because it did not see it as a fit with its energy industry ambitions.
It attempted to offload the stake two months ago through an institutional book build that ended as an embarrassing failure.
