SB&G Telecoms has sweetened the terms of its takeover offer for Inabox, as it seeks to fight off an attempt by MNF Group to acquire the ASX-listed company’s operating businesses.
MNF Group, which owns MyNetFone, in October unveiled a deal that would see it pay between $30.5 million and $33.5 million for Inabox businesses Telcoinabox, iVox, Neural Networks, Mobile Service Solutions and Symmetry Networks. The deal received the unanimous blessing of Inabox’s board.
However in mid-November, just a fortnight from when Inabox shareholders were expected to vote on the offer, SB&G Telecoms announced it had acquired 19.9 per cent of Inabox and made an all-cash offer worth $21.4 million for the shares it didn’t already own.
SB&G Telecoms is a subsidiary of SB&G Group (which groups together funds advised by Salter Brothers Asset Management Pty Limited.)
SB&G Telecoms presented its offer as a more straightforward deal in contrast to the “complex” MNF Group offer, which included earn-out provisions and a number of conditions.
In late November, MNF Group unveiled a simplified $34.5 million offer for the Inabox businesses.
Inabox’s board said that it believed the revised deal provided shareholders “with greater certainty and a higher return than the SB&G offer.”
“The Inabox board unanimously recommends shareholders vote in favour of the Improved MNF transaction in the absence of a superior proposal, and take no action in respect to the proposed SB&G offer when it is made,” an Inabox statement said.
Shareholders are due to vote on the revised MNF Group offer on 7 December.
SB&G Telecoms today called on shareholders to reject the revised MNF Group offer.
It said it would up its increase its offer for Inabox shares, with the revised deal delivering up to $1.07 per share: A $0.29 special dividend paid by Inabox using funding provided by SB&G Telecoms, $0.66 per share in cash, and additional value of up to $0.12 per share from franking credits associated with the special dividend. The MNF Group offer is worth $1.02 per share, SB&G Telecoms said.
With shareholders due to vote on the MNF Group deal this week, Inabox’s board said it had written to SB&G Telecoms seeking answers to a number of questions relating to the new offer.
“At this point the board of the Company does not have sufficient information or certainty regarding the Improved SB&G Takeover Proposal to change its current recommendation that shareholders approve the Improved MNF Transaction at the general meeting on the Company scheduled for 7 December 2018,” the letter states.
Earlier this year 5G Networks bought Anittel and Hostworks from Inabox.