Creates the leading trans-Tasman Telco
Vocus Communications Limited (ASX: VOC) is pleased to announce it has entered into agreements with the shareholders of FX Networks Limited (FX) to acquire 100% of the issued capital of the New Zealand fibre provider.
FX owns a unique and high quality fibre optic network consisting of 4,132 kms of modern ducted fibre cable covering both the North and South Islands of New Zealand. The company has 365 customers including 43 of the Top 100 companies in New Zealand.
Vocus will acquire FX for an enterprise value of NZ$115.8m (~A$107.7m). The FX business is expected to deliver NZ$13.5-$14.5m of EBITDA in the first 12 months post acquisition (excluding transaction and integration expenses).
The combination of Vocus and FX strengthens both businesses. Vocus will emerge as the third largest network operator in NZ and the clear leader in trans-Tasman telecommunications and data centres.
Vocus CEO, James Spenceley said, “FX has built an excellent fibre asset reaching all major population centres across New Zealand. There exists an exciting opportunity in New Zealand to mirror the success we have had in Australia as the only integrated provider of fibre, Internet and data centres. The FX acquisition adds the missing fibre piece to our existing data centre and Internet investment in New Zealand”.
FX CEO, David Heald said, “This transaction allows FX to move to the next phase of its corporate development. We have fundamentally completed the build of New Zealand’s most modern fibre network. The addition of Vocus’ financial strength and other NZ assets together with a shared culture focused on delivering exceptional outcomes to customers, means this transaction will give a positive outcome for both shareholders and customers alike”.
The acquisition is fully funded funded via current cash holdings, a new multicurrency senior debt facility with the Commonwealth Bank of Australia and Vocus scrip issued to FX shareholders. FX shareholders may accept a combination of shares and/or cash (up to a cap of NZ$20.5m). Depending on acceptances by FX shareholders, Vocus will issue between 8.8m – 13.1m shares issued at A$4.40 per share, a 5% discount to the 5 day VWAP and a 1.3% premium to the 30 day VWAP prior to 30 June 2014.
The structure of the financing will provide Vocus with an additional unused debt facility of circa A$40m to continue to seek growth opportunities.
Vocus has received agreements from 77.1% of FX shareholders indicating they will accept the offer and the transaction is expected to complete early Q2 FY2015.
Formal process and indicative timing
Completion of the FX acquisition will be subject to a number of conditions precedent including (but not limited to):
• Vocus shareholder approval for the purposes of ASX Listing Rule 7.1, to be obtained at an EGM scheduled to be held in late August 2014, with a notice of meeting to be despatched in late July 2014
• Acceptances by more than 90% of FX shareholders of the offer:
• Takeover Offer Document, Target Company Statement and Independent Expert’s Report released in late August 2014
• 50% of the shares issued to FX shareholders being subject to escrow conditions
• Receipt of change of control consents from certain key commercial counterparties
• No event having occurred under Vocus’ funding arrangements which would allow Commonwealth Bank of Australia to withdraw its funding commitment to Vocus
For more information: James Spenceley
Chief Executive Officer
T: 02 8999 8999
About Vocus (ASX:VOC): Vocus Communications is an ASX listed leading telecommunications provider of Data Centre, Dark Fibre and International Internet connectivity across Australia, NZ, Singapore and the US. The company provides high performance, high availability, and highly scalable communications solutions, which allow service providers to quickly and easily deploy new services for their own customer base.
VOCUS Communications Limited (ASX: VOC) today announces the divestment of the New Zealand Retail Backup business Datalock Limited (Datalock)
Maxnet Limited was acquired by Vocus in May 2012. As part of that acquisition, Vocus acquired a New Zealand Retail Data Backup business, Datalock. This wholly owned subsidiary of Maxnet was not considered to form part of Vocus’ core business.
Vocus has entered into a binding agreement to sell the customers of Datalock to j2 (NASDAQ:JCOM). The consideration for the sale is NZ$600,000. The disposal is not expected to have any impact on the EBITDA of Vocus.
Vocus is continually reviewing its acquired businesses to ensure that focus remains on its core competencies and that it is able to leverage its assets for the benefit of its shareholders. This Datalock sale marks the first sale of a non core business unit within an acquired business. The funds received will be recycled into Vocus’ core products.
James Spenceley, CEO, said of the deal “j2 are an excellent partner with global presence and a long service history to provide the retail online backup customers with the high level of service that they have come to expect. This divestment represents Vocus’ commitment to its core businesses.”
Read the complete press release here
Photo shows Vocus Albany, NZ Office
VOCUS Communications Limited (ASX: VOC), a leading Australian provider of Internet, Fibre, Voice and Data Centre services, today announced its results for the half year ended to 31 December 2012.
Revenue for the first half of FY2013 was $30.6 million, up 40.0% from $21.9 million in the previous corresponding period.
Underlying Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) which excludes foreign exchange gains and losses, was $9.8 million, up 29.3% from $7.6 million.
Reported NPAT for the half year period was $4.2 million up 19.8% from $3.5 million. Fully diluted earnings per share for the half year period were 5.52 cents v 5.50 cents in the previous corresponding period.
Given the strong result, an interim fully franked dividend of 0.4 cents per ordinary share will be paid on 26 March 2013, with a record date of 12 March 2013.
James Spenceley, CEO of Vocus said: “FY2013 is a transformational investment phase, with significant funds being invested in building strong long term assets. Cash flows are robust and expected to grow over time as Vocus shifts its focus from building infrastructure to the leveraging the assets built.”
“On the basis of the strong results and growing asset base, the Board has decided to start rewarding the shareholders with an initial conservative dividend.”
“Vocus has approximately $13.3m in cash and a signed term sheet for $13m of additional acquisition bank facilities. This will allow the company to continue its organic and inorganic plans, giving the company a strong platform for continued growth.”
Vocus Communications Limited (ASX: VOC) today announced it has entered into a binding agreement to acquire Ipera Communications Pty. Ltd the leading Fibre and Data Centre operator in the Newcastle region of NSW.
The acquisition will see Vocus expand its fibre network by 55 kms in Newcastle with an additional 81 buildings added to the already growing number of Vocus on-net fibre buildings. Continuing the strategy of combining Data Centres and Fibre, the acquisition adds two geographically diverse data centres in Newcastle.
James Spenceley, CEO of Vocus said “With a mix of fibre and data centres, the acquisition of Ipera is very complementary. Ipera’s combination of large corporate and wholesale customers fits very nicely with the existing business. Vocus will now be able to service the national requirements of Newcastle based businesses as well as expand the services Ipera already successfully provides locally in Newcastle.”
Newcastle is one of the fastest growing economic regions in Australia and the 7th largest population centre. It has a large base of both regional and national businesses.
Ipera was an early leader in fibre based services and has been in operation since 2000. Over that time it has built one of the most extensive Dark Fibre networks in the Newcastle area and more recently added Data Centres as a complementary product to that fibre network. The company services the Newcastle requirements of a number of other telecommunications carriers as well as boasting some of Newcastle’s largest corporates such as NIB Health Funds, Hunter Water Corporation, Port Waratah Coal and Macquarie Generation.
The purchase price of the business is $9.8 million with 50% of the purchase price subject to a 12 month earn out. Initial consideration of $4.9 million will be funded 75% from existing cash, with the remaining 25% paid in Vocus shares.
Once the transaction completes and after transaction costs, there is expected to be minimal contribution to FY13 earnings however the business is expected to contribute EBITDA of between $2.3m and $2.5m in its first full financial year (FY14).
Chris Deere founder and MD of Ipera will take on an initial role managing the Newcastle business for the combined entity and later accept broader responsibilities within the group.
Chris Deere, MD of Ipera said “Having been a customer of Vocus since the beginning, I know the vision and culture of our companies are in perfect alignment and this transaction will now allow us to compete for the national business of our Newcastle clients as well as to continue to capture local market share in Newcastle. This acquisition has significant benefits to customers of both organisations.”
Vocus CEO James Spenceley is extremely proud of the company’s success.
“Vocus is dedicated to providing the best possible services to our customers. Our recent diversification into fibre and data centres is clearly paying off and we delivered extremely strong results last financial year. But on top of that, I strongly believe that it’s the innovation and vision of the company that keeps us as the top of our game,” he said.
“The kudos of being recognised in this list is also a real boost for the team,” he added.
Vocus has delivered strong growth and profitability in FY12. The underlying net profit after tax of $8.4 million (up from $5.5 million the previous year) underscored the company’s commitment to increasing returns while growing the company quickly.
2012 has been a big year for Vocus. As well as growing the team from 55 to just over 100 people, the company has chalked up some significant successes:
- Won prestigious ACOMMS customer service award in July 2012
- Unprecedented project to lay Dark Fibre across the Sydney Harbour for the lowest latency fibre path between the Sydney CBD and the ASX Gore Hill trading centre
- Increased fibre network coverage by 298% year on year
- Acquisition of Maxnet, a premium data centre and cloud provider in New Zealand
- Launched Asian expansion with Singapore Point of Presence (POP)