G R O U P
SCHEME MEETING
Recommended Merger withVocus Communications Limited
28 JANUARY, 2016
Craig Farrow, Chairman
AGENDATRANSACTION HIGHLIGHTS
KEY FEATURES OF THE PROPOSED SCHEME
SCHEME TIMETABLE
VOTING AND PROXY RESULTS
TRANSACTION HIGHLIGHTSMerger Implementation Agreement with Vocus Communications Limited announced on 28 September 2015
Implemented via an M2 Scheme of Arrangement under which it is proposed Vocus would acquire all the shares of M2, subject to certain conditions
Scheme consideration is 1.625 Vocus shares for every M2 share held on the Record Date, in accordance with the Scheme
The M2 Board has carefully considered the advantages and disadvantages of the Scheme and unanimously recommends that shareholders vote in favour, in the absence of a superior proposal
An Independent Expert has reviewed the proposal and has concluded that the Merger is in the best interests of Shareholders, in the absence of a superior proposal
The Merger will result in the creation of a full-service vertically integrated, infrastructure backed trans-Tasman telco with a product and service offering relevant to individuals and corporate and government entities in Australia and New Zealand
The Merger is expected to result in cost synergies and the potential for revenue synergies
The Merged Group will have strengthened strategic positioning to capitalise on the NBN and UFB
The Merged Group is expected to have greater relevance to equity and debt investors through
increased scale
The Merged Group is expected to have an improved base to pursue further growth initiatives
The Merger combines capable and highly experienced boards and management teams with a
proven track record
No superior proposal has been received at the date of this meeting
Your Board of Directors intends to vote all shares held by them in favour of the Scheme
M2 Telecommunications Group Limited issued this content on 28 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 January 2016 23:49:21 UTC
Original Document: http://m2.com.au/GetPdf.axd?id=744443