Aussie Broadband Limited (ASX:ABB) made an unsolicited and non-binding indicative offer to acquire Over the Wire Holdings Limited (ASX:OTW) ("OTW") for approximately AUD 340 million on October 14, 2021. Aussie Broadband Limited (ASX:ABB) entered into a scheme of arrangement to acquire Over the Wire Holdings Limited (ASX:OTW) for approximately AUD 340 million. As part of the consideration, Aussie Broadband will provide shareholders in OTW the ability to receive Scheme Consideration representing AUD 5.75 per OTW share (Scheme Consideration) with the following alternatives: (i) 80% cash consideration and 20% scrip consideration (Default Option) equating to AUD 4.60 cash and 0.23 ABB shares for each OTW share; (ii) 100% cash consideration equating to AUD 5.75 cash per OTW share (Cash Consideration); (iii) 100% scrip consideration equating to 1.15 ABB Shares for each OTW share (Scrip Consideration); or (iv) At least 1% but less than 100% scrip consideration with the balance payable as cash consideration (Mix and Match Consideration). The transaction will be funded with existing cash, new debt facilities of up to AUD 175 million, (inclusive of a new 3-year Senior Debt facility), Bridging Facility (if required and dependent on OTW aggregate elections), new shares issued by Aussie Broadband to OTW shareholders and a new working capital facility. Michael Omeros, current Managing Director and Group Chief Executive Officer of OTW, will join the ABB Board upon completion of the transaction

In response to the non-binding indicative offer, OTW entered into a process deed on October 16, 2021, under which Aussie Broadband is being provided with the opportunity to undertake due diligence and negotiate transaction documentation over a period ending on November 30, 2021. The transaction involves a no shop and no talk provision. In case of termination, Over the Wire Holdings will pay to Aussie Broadband a termination fees of AUD 3.44 million. The transaction is subject to various conditions, including completion of due diligence, approval by the shareholders of Over the wire, approval by Court and regulatory authorities and entering into mutually acceptable transaction documentation including a scheme implementation agreement. As on January 21. 2022, The Scheme Meeting will be held virtually on 24 February 2022. As on February 24, 2022, the transaction is approved by the shareholders of Over the Wire. The Scheme is still subject to Federal Court approval, which will be sought at a hearing scheduled for March 3, 2022. As on March 3, 2022, the transaction is approved by the Federal Court. The Deed of Amendment and Restatement was entered into by OTW and ABB to give effect to, among other minor variations, a slight adjustment to the Maximum Cash Consideration from AUD 275,174,594 to AUD275,172,902 and Maximum Scrip Consideration from 39,556,348 to 39,556,105 ABB shares.

Schemene is expected to be effective on March 4, 2022. The Board of Over the Wire Holdings Limited advised shareholders to take no action in relation to the proposal. The proposed transaction is expected to be EPS accretive on a pre and post synergy proforma statutory FY21 basis. Macquarie Capital (Australia) Limited acted as the financial advisor and Ben Wood of Mccullough Robertson Lawyers acted as the legal advisor to Over the Wire Holdings. Jol Rogers of Gadens acted as the legal advisor and Findex Corporate Finance (Aust) Ltd acted as the financial advisor to Aussie Broadband. Grant Thornton Corporate Finance Pty Ltd, Investment Banking Arm acted as fairness opinion provider to Over the Wire Holdings Limited.

Aussie Broadband Limited (ASX:ABB) completed the acquisition of Over the Wire Holdings Limited (ASX:OTW) ("OTW") on March 4, 2022..