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CLEARVIEW WEALTH LIMITED — M&A Activity 2007
Sep 18, 2007
64733_rns_2007-09-18_1f1fa397-effe-4f5e-99a8-55349e15aedd.pdf
M&A Activity
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JOINT ASX/MEDIA RELEASE
Orion’s largest shareholders declare full support for Scheme of Arrangement
Wednesday 19 September 2007 : Orion Telecommunications Limited’s (ASX:OTL) two largest institutional shareholders, Hunter Hall and MMC, have today declared their full support for the Orion Scheme of Arrangement. Collectively, Hunter Hall and MMC hold approximately 38% of Orion’s issued capital.
The Scheme of Arrangement has already been recommended by the Board of Orion and an Independent Expert, in the absence of a superior proposal.
Commenting on the proposed acquisition of Orion by M2 Telecommunications Group Limited (ASX:MTU), Hunter Hall Group Portfolio Manager Jonathan Rabinovitz said: “T his deal promises to create further value for Orion shareholders and we believe that M2 CEO Vaughan Bowen has the talent, experience and initiative to drive the expanded business forward .”
Peter Constable, Director of MMC, said the proposed Scheme delivers the Orion Board’s commitment to realising the ful l potential of Orion’s assets: “Over the past 18 months, the Orion Board ’s stated focus has been ensuring shareholders receive maximum return on their investment. The Board has consistently focused on this commitment throughout the period, culminating in the proposed acquisition by M2. We are very pleased this Scheme will not only return capital to shareholders, but provide us with an ongoing investment in M2.”
Executive Chairman of Orion, Amanda Lacaze, said the Orion Board is delighted Hunter Hall and MMC have declared their support for the M2 offer: “Hunter Hall and MMC’s support for the proposed Scheme is testament to the value and attractiveness of the M2 offer for Orion shareholders. Along with the Orion Board, our largest shareholders believe this Scheme is the best mechanism to realise the value of Orion for the benefit of Orion shareholders. We
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encourage all Orion shareholders to vote in favour of the Scheme to ensure they receive this benefit. ”
Based on M2’s last closing share price on 18 September 2007, the M2 offer values Orion at approximately 28.0 cents per Orion share, a 60% premium to Orion’s share price prior to announcement of the M2 Offer.
Scheme Progress
M2’s acquisition of Orion is progressing favourably, with the Scheme to be implemented on 11 October 2007, assuming shareholder and court approval. At this time M2 will acquire all of the shares in Orion, inclusive of Orion’s operating subsidiary Southern Cross Telco Ltd. Please refer to the MTU & OTL ASX Announcement dated 29 June 2007 and the Scheme Booklet for full details of Scheme.
Key conditions precedent to the transaction, including the obtaining of consents under principal supply agreements and the disposal of Orion’s Irish and UK operations, have now been satisfied. Apart from court and shareholder approval, and there being no material adverse change to Orion or M2, there remains no other material outstanding matters which are anticipated to prevent the successful Implementation of the Scheme, as scheduled, on 11 October 2007.
M2 CEO / Managing Director, Vaughan Bowen said of the progress of Scheme ; “We are very pleased to be nearing finalisation of the Orion acquisition process. The inclusion of Orion’s Southern Cross Telco business within M2 presents many opportunities moving forward. Our respective management teams have already begun to work closely together to ensure the smooth integration of the business. The enthusiasm toward the transaction by the management teams and boards of both companies has been most encouraging. ”
A Scheme Meeting and General Meeting of Orion shareholders will be held on 24 September 2007, where shareholders will have an opportunity to vote on the Scheme. The Orion Board recommends Orion shareholders vote in favour of the Scheme (in the absence of a superior proposal) and urge Orion shareholders to vote, either by proxy or in person at the Scheme and General Meeting .
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Company Contacts :
M2 Telecommunications
– Vaughan Bowen Managing Director / CEO Tel: (03) 9674 6555
– Darryl Inns Company Secretary Tel: (03) 9674 6520
Orion Telecommunications
Amanda Lacaze – Executive Chairman Tel: (03) 6238 8036
Kellie Dean – Company Secretary Tel: (03) 6238 8036
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About M2 Telecommunications Group Limited
M2 Telecommunications Group Limited (ASX: MTU) is a network independent provider of fixed-line, mobile and data telecommunications services Australia wide and in New Zealand.
Under its M2 Telecom brand, M2 offers a suite of unique bundled telecommunications services and value added offerings targeted principally at the small enterprise market which are distributed through an exclusive transTasman network of sales dealerships and agencies
On 29 June 2007 M2 announced that it had entered into a merger implementation agreement for it to acquire ASX listed Orion Telecommunications Limited (ASX: OTL) via a scheme of arrangement. The Orion acquisition is expected to provide an additional $30 million to M2’s annual revenue base, lifting M2 Group revenues to nearly $100 million per annum. Orion is expected to deliver upward of a 40 percent increase in M2’s Earnings Per Share (EPS).
In addition to its established small enterprise business unit, M2 established a wholesale business in mid 2006, branded M2 Wholesale, following its appointment by Optus as the exclusively endorsed aggregator/enabler of Optus (post-paid) mobile services. The target customers of M2 Wholesale include other telecommunications service providers, Internet Service Providers (ISP’s), and aspiring mobile virtual network operators (MVNO’s). As a further boost to its wholesale operations, in May 2007 M2 completed the purchase of Australia’s largest independent data wholesaling business, Wholesale Communications Group Pty Ltd (WCG).
In July 2007, M2 announced the formation of its M2 Online e-commerce business unit, via the launch of its first dedicated on-line venture, www.simplymobiles.com.au. Simply Mobiles is positioned as the definitive on-line mobile phone discount store, offering brand new “in-the-box” mobile phones from all popular makes and models (Nokia, Sony Ericsson, Motorola, Samsung, LG) at discounted prices. In early September 2007, M2 launched its second on-line venture and Australia’s first specifically environmental telco offering, Green Mobiles (www.greenmobiles.com.au).
M2 has demonstrated strong growth in both revenue and “bottom line” profit year-on-year for each of the last five years and was named by Business Review Weekly as one of Australia’s fastest growing companies in 2003, 2004, 2005 and 2006 and on the Deloitte Technology Fast 50 in 2004 and again in 2005.
M2’s balance sheet is free of debt and boasts solid cash reserves. The Company has an established dividend policy, with high yield franked dividends being paid over the last three years.
For more about M2 visit www.m2.com.au
Related Company sites:
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www.greenmobiles.com.au
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www.wcg.net.au
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www.simplymobiles.com.au
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About Orion Telecommunications Limited
Orion Telecommunications Limited (Orion) (ASX:OTL) is a network independent provider of fixed line, mobile and data products to small business and regional customers with operations in Australia under the Southern Cross Telco brand.
Southern Cross Telco is Orion’s largest subsidiary and currently employs approximately 60 people, based in Hobart, Tasmania. The business resells a full suite of telecommunications services to over 25,000 customers across Australia.
For more about Orion visit www.oriontelecommunications.com.au
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