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Vonex has claimed that Swoop has stalled its attempts to put forward a new bid to acquire the company after claiming its intent to do so.
On 14 November Vonex told the Australian Securities Exchange (ASX) it sent a letter to Swoop chair James Spenceley, outlining its concerns that some shareholders may be left without an offer to accept if MaxoTel’s offer expires and Swoop decides not to proceed with its bid.
Currently, the offer from MaxoTel stands at $0.044 cents per share, which was announced on 23 October. Meanwhile Swoop’s last bid from 18 October is for an off-market takeover offer of 1 Swoop share for every 4.2 Vonex shares, with an implied offer price of $0.05 per Vonex share.
One the same day as Swoop’s latest offer, Vonex claimed that it had received “an indication of an offer from Swoop, but not an offer which shareholders can consider or accept”.
In Vonex’s letter to Swoop, which it published to the ASX along with its 14 November announcement, it said its board was “concerned” about Swoop’s decision to announce an intention to make a takeover bid for Vonex without following it up.
“The absence of any further updates to the market on the timing for its bidder statement and the status of its finance condition may have the effect of depriving shareholders of the opportunity to consider two competing bids for the company,” the letter said.
“Should Swoop proceed with an offer for the company, the board will assess the offer and make an appropriate recommendation to shareholders. Our concern is that Swoop has made no offer to Vonex shareholders, despite its prior statements, and is unclear if an offer is forthcoming.”
The letter also contains several questions aimed at Swoop, including if it will counter MaxoTel’s all-cash offer with one of its own, if a future offer will be conditional and how it intends to see its offer succeed with it being subjected to a 50 per cent minimum acceptance condition.
Also questioned is the status with its financing supported in part by Westpac, how it plans to manage its debt and whether Swoop would be supportive of future capital raising if neither it or MaxoTel are successful in obtaining 100 per cent ownership.
The timeline for this bidding war started in June this year, when MaxoTel announced its proposal in an ASX statement to acquire Vonex for an all-cash deal valued at $34.4 million, priced at $0.0375 per share.
On 5 September, Swoop announced to the Australian Securities Exchange it had proposed a combined cash and scrip offer to acquire Vonex for $0.04 per share, which it claimed was superior to a previous offer from MaxoTel of $0.0375 per share.
At the time, ARN reported that Swoop’s offer had been shut down, but it still had a chance to improve its offer.
Less than a week later, Swoop increased its voting power on 11 September by upping the number of Vonex shares it owned to 19.9 per cent, more than MaxoTel’s 18.44 per cent.
On 13 September, MaxoTel upped its bid to $0.0419, previously claiming this increase was final.
Then, Swoop announced to the ASX on 4 October that it was planning to vote against MaxoTel’s offer.
Jumping ahead to 17 October, MaxoTel said via the ASX that it was raising its price to acquire Vonex in an unconditional on-market takeover offer of $0.042 per Vonex share in cash, up from its offer of $0.0419 made in September.
A day later, Swoop announced its off-market takeover offer.
On 23 October, MaxoTel bumped its price up to $0.044 cents per share. After this point, Vonex director James Gomersall sold approximately 26.8 million of his Vonex shares on market, which Vonex understood that MaxoTel were the buyer of those shares.
As of the 14 November letter, MaxoTel currently hold approximately 28 per cent of Vonex shares on offer.