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UEC, UECOMM LIMITED
bigfoot
post Posted: May 21 2004, 11:30 AM
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Alinta gets 32.5c per share.
Takeover at 40c per share.


MEDIA RELEASE 21-May-2004

Optus Announces Takeover Offer for Uecomm Limited

INDEPENDENT DIRECTORS UNANIMOUSLY RECOMMEND
ACCEPTANCE OF OPTUS’ OFFER

SingTel Optus Pty Limited (“Optus”) today announced a takeover offer through its wholly owned subsidiary, Optus Networks Pty Limited (“Optus Networks”) to acquire all of the issued shares of Uecomm Limited (“Uecomm”) at a price of 40 cents cash per ordinary share (“Offer”). The Offer is subject to a number of conditions as set out in Appendix 1 “Offer Conditions”.

Optus Networks and Uecomm have agreed to co-operate in relation to the implementation of the Offer and have entered into an Implementation Agreement which governs such co-operation. The key terms of the Implementation Agreement are set out in Appendix 2.

Optus has informed Uecomm that it has entered into a pre-bid arrangement with Alinta Limited (“Alinta”), Uecomm’s major shareholder with ownership of 335 million Uecomm shares (approximately 66% of Uecomm’s issued capital), whereby it has secured options to acquire up to 20% of Uecomm’s shares outstanding of Uecomm’s shares outstanding. Optus has also informed Uecomm that Alinta has indicated that it intends to accept Optus’ offer for its remaining 46% shareholding at 32.5 cents per share, in the absence of a higher offer being announced.

The non-Alinta associated Directors of Uecomm (“Independent Directors”) unanimously recommend that shareholders accept the Optus Offer of 40 cents per share in respect of their shares in the absence of a superior proposal. The Independent Directors note that the Offer price of 40 cents per ordinary share represents a premium of:

* 15.9% to the Uecomm closing share price of 34.5 cents on 18 May 2004 which was the last full trading day before Uecomm shares were placed in a trading halt;
* 20.7% to the volume weighted average trading price of Uecomm’s shares over the week prior to 18 May 2004 of 33.1 cents; and
* 22.5% to the volume weighted average trading price of Uecomm’s shares over the month prior to 18 May 2004 of 32.7 cents.

For Uecomm’s minority shareholders, the Offer price of 40 cents per share is equivalent to:

* An enterprise value to EBITDA multiple of 12.9 times Uecomm’s reported EBITDA for the year ended 31 December 2003; and
* An enterprise value to EBITDA multiple of 8.7 times Uecomm’s publicly stated EBITDA target for the year ended 31 December 2004.

Uecomm’s Chairman, Peter Shore, said:
“The Independent Directors, management and our advisers have been reviewing Uecomm’s strategic options which maximise value and are in the best interests of all shareholders. Concurrently, Uecomm has been working cooperatively with Alinta to facilitate an exit for Alinta from its Uecomm shareholding and debt facility.”

“Uecomm’s Independent Directors believe that the Offer reflects the quality of the business that Uecomm staff have built over the past two years. Optus’ Offer delivers a substantial premium to Uecomm’s current and recently traded share price. It is the opinion of the Independent Directors that the Optus Offer represents good value for all shareholders.”
Paul O’Sullivan, the incoming Optus Chief Executive said:

“Uecomm is a strong growth company and is a natural complement to Optus’ existing businesses.”

“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 mid-market will strengthen Optus’ offerings to corporate customers.”

“In the event we are successful in acquiring 100% of Uecomm, Optus intends to retain Uecomm as a stand-alone channel to focus on the business market and government organisations. Customers of both companies will benefit from the acquisition through greater focus and an improved range of services at competitive prices.”

Uecomm expects that the Bidder’s and Target’s Statements, including an Independent Experts Report and a formal recommendation from the Independent Directors, will be despatched to shareholders by early July. The Offer will be open for at least one month.

Uecomm is being advised on the offer by NM Rothschild & Sons (Australia) Limited and Freehills.

 
bartm
post Posted: May 20 2004, 11:04 PM
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More upside than downside with this stock irrespective of trading halt.



 
bigfoot
post Posted: May 20 2004, 10:33 AM
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32c ?

 
dory
post Posted: May 20 2004, 08:15 AM
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alinta have sold there stake to optus .how much ???
cheers

 
monoply
post Posted: May 19 2004, 12:20 PM
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mmm, whats happening here now. Trading halt.

 
RobAde
post Posted: Apr 23 2004, 09:58 AM
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Great news, Reports Strong Start to Year 29.2% increase!!

 


toline
post Posted: Mar 15 2004, 09:28 AM
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IN REPLY TO A POST BY hyperdimension, Mon 15/03/04 09:15am

not selling at present,but still have it in mind. why sell when in profit $10,000,000?

 
hyperdimension
post Posted: Mar 15 2004, 09:15 AM
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IN REPLY TO A POST BY ADMIN1, Wed 11/02/04 03:56am

What's going on with Alinta and UEC?
Has Alinta decided not to go ahead with the sale?

 
ADMIN1
post Posted: Feb 11 2004, 03:56 AM
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UECOMM LIMITED



--------------------
regards,
ADMIN1
 
 



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