Volante accepts upped Commander takeover offer

Stan Beer
Monday, 06 March 2006 07:43

IT Industry - Listed Tech

The board of IT products and services supplier Volante (ASX:VGL) has accepted an increased takeover offer from telco equipments supplier Commander (ASX:CDR) in a surprise breakthrough announcement by both companies this morning.

Under the terms of the new offer, Commander will pay $1.05 per VGL share plus a special 10c fully franked dividend to shareholders for a total of $1.15 per share. According to a market analyst, the effective value of the 10c dividend is 14.3c because of franking credits, making the total offer effectively worth $1.193  for Volante shareholders.

News that something was afoot between the two companies started spreading when both companies announced virtually simultaneous trading halts with identical announcements at just after 10am this morning.

Both companies had been locked in a bitter dispute since 23 December 2005, when Commander launched its hostile takeover bid at $1.01 a share.

The announcement sent VGL shares immediately upwards to $1.15.

A statement to shareholders read, "The Board of Directors of Volante unanimously recommend that you ACCEPT Commander’s Increased Offer in the absence of a higher financial proposal. In addition, each of your Directors intends to accept Commander’s Increased Offer for their personal holdings of Volante Shares in the absence of a higher financial proposal.

"In reaching this decision your Board has considered the following matters:
• The combination of the cash offer of $1.05 plus the 10 cent special dividend and the franking credits attached to the dividend (representing additional value of up to 4.3 cents per share);
• The combination of the cash offer and the special dividend represents a 31% premium to the closing price on the day prior to the announcement of the Offer, a 14% increase over the Original Offer, and a 6% premium to the VWAP since the Offer was announced;
• Commander has declared its Increased Offer final and as such will not be increasing this offer;
• No alternative proposal has emerged since the announcement of the original Commander offer on 23 December 2005 and the Volante board are not aware of any alternative proposal;
• The fully grossed up value of the offer represents a small discount to the bottom end of the Independent’s Expert’s Valuation range of $1.27 to $1.44 which was based on Volante’s normalised FY 2007 earnings;
• There is a material risk that in the absence of the Commander Offer, the Volante share price could trade below the Increased Offer price; and
• Commander has waived the majority of the conditions of the Offer, thereby increasing the certainty of the Offer. Commander’s Increased Offer is only subject to conditions that no prescribed occurrences occur before the end of the Offer Period and that Commander acquires a relevant interest in at least 90% of Volante Shares. This waiver by Commander of the majority of the conditions increases the prospect of the Increased Offer becoming unconditional in a timely manner.

"It is important now for the shareholders of both companies that implementation of this transaction occur as soon as possible. Commander’s Increased Offer is scheduled to close at 7.00pm (Sydney time) on Friday 31 March 2006."