SYDNEY, AUSTRALIA: TPC Consolidated Limited (ASX:TPC), a prominent Australian telecommunications company, has announced a definitive agreement for acquisition by Wollar Solar Holding Pty Ltd (WSH), a subsidiary of Beijing Energy International (Australia) Holding Pty Ltd (BJEI Australia).

The agreement, formalized through a Scheme Implementation Agreement (SIA), proposes that WSH will acquire all issued shares of TPC through a scheme of arrangement.

Under the terms of the scheme, TPC shareholders are set to receive a multifaceted financial package. This includes an initial cash consideration of $8.77 per share, which values the equity of TPC at approximately $100 million.

Additionally, shareholders are entitled to a special dividend or return of capital up to $2.64 per share, known as the Permitted Distribution, and a potential earn-out consideration of up to $4.41 per share, contingent upon the achievement of specific performance milestones over the next three years.

WSH, established by BJEI Australia in 2021, aims to develop a substantial portfolio of clean energy projects across Australia. BJEI Australia operates under the umbrella of Beijing Energy International Holding Co., Ltd (BJEI Holding), which is publicly traded on the Hong Kong Stock Exchange.

The board of TPC estimates that the Permitted Distribution could total between $25 million and $30 million, translating to about $2.20 to $2.64 per share. However, this figure is subject to change based on TPC’s financial health and market conditions at the time of distribution.

The Earn Out Consideration, capped at $50 million in total, will only be disbursed if TPC fulfills the agreed-upon performance criteria within the stipulated timeframe.

Should the scheme be successfully implemented, and assuming the Permitted Distribution is paid out along with the Earn Out Consideration being achieved, TPC shareholders might receive up to $15.82 per share in total.

The proposed acquisition is poised to bolster WSH’s position in the renewable energy landscape and marks a strategic expansion of BJEI’s international clean energy interests.

TPC Chairman, Mr Greg McCann said “The TPC Board has unanimously concluded that the Scheme is in the best interests of the Company’s shareholders.

It came to this view after a detailed examination of the Scheme and the likely
scenarios it presented to TPC and its stakeholders.

The Board considered a range of factors, including a number of different valuation scenarios, potential risks relating to the future execution of TPC’s business growth plan, and the price at which TPC shares could trade over the medium- to longer-term if it continues as an ASX-listed company.

In the wake of this vigorous analysis, the entire TPC Board recommends that TPC shareholders vote in favour of the Scheme, subject to the various customary conditions.

While the TPC Board has confidence in the long-term fundamentals of the Company, the Scheme provides certainty for its shareholders.”