SYDNEY AUSTRALIA: Morrison Brookfield Consortium has entered into a scheme implementation deed (SID) to acquire 100% of Uniti Group Limited (ASX:UWL) by way of a scheme of arrangement (Scheme) for cash consideration of $5/Uniti share less the value of any dividends or distributions declared or paid after today.
The Uniti shares rice is a 58.7% premium to Uniti’s undisturbed closing share price on 14 March 2022 of $3.15 per Uniti share.
MBC BidCo Pty Ltd (MBC) is an entity wholly owned by a consortium comprising The Morrison & Co Infrastructure Partnership, Commonwealth Superannuation Corporation and Brookfield Australia (together, the Morrison Brookfield Consortium).
The cash price of $5.00 per Uniti share implies an equity value, on a 100% fully diluted basis, of approximately $3.62 billion and an enterprise value of approximately $3.73 billion.
Uniti Group Limited (ASX: UWL)is a diversified provider of telecommunications services. Uniti operates three distinct Business Units (‘BU’), each aligned to a pillar of strategic growth and led by a separate Chief Executive and leadership team. The BU’s operate as independent businesses and each has its own business plan including legal, financial targets.
Uniti also intends to pay a fully franked special dividend on or before the Scheme implementation date (Permitted Dividend).
Uniti Independent Non-executive Chair, Graeme Barclay, noting that the Uniti Board including independent directors had considered and approved the proposed Scheme said, “The Uniti Board is unanimous in its view that this transaction is in the best interests of Uniti shareholders. In making this assessment, the Board, including independent directors, has carefully considered a range of matters including its view of the intrinsic value of Uniti taking into account the company’s current position and future prospects, and the certainty for shareholders of this all-cash offer.
We believe this transaction is a very good outcome for Uniti’s shareholders, and for stakeholders more broadly, including our customers, executives, employees and suppliers.”
Uniti Managing Director & CEO, Michael Simmons, said, “The value placed on Uniti by the Morrison/Brookfield Consortium is a testament to the strength of the Uniti business we have built over the last 3 years since our listing on the ASX in February 2019. We have built a high quality business with long-term annuity earnings, generated from best-in-class fibre access networks and telecommunications technologies.
We are immensely proud of the achievements of the Uniti team and believe that under its proposed new ownership, Uniti will continue to build upon its now established place as a successful, growing participant in the market for high speed, high quality, fibre access networks.”