SYDNEY, Australia -- NetComm Wireless Limited (ASX: NTC)(NetComm)and Casa Systems (NASDAQ: CASA) (together with its subsidiaries, Casa Systems) are pleased to announce that they have entered into a definitive agreement under which it is proposed that Casa Systems will acquire 100% of the equity interests in NetComm by way of a scheme of arrangement (Scheme) that is subject to NetComm shareholder approval and court approval in accordance with the requirements of Part 5.1 of the Australian Corporations Act 2001 (Cth).
Under the Scheme, NetComm shareholders will receive cash consideration of A$1.10 per NetComm ordinary share (Scheme Consideration) and NetComm will become a wholly-owned subsidiary of Casa Systems.
The Scheme Consideration values NetComm’s issued equity at approximately A$161 million. The transaction will be funded from Casa Systems’ existing cash on balance sheet.
NetComm Directors unanimously recommend the Scheme
Each of NetComm’s Directors consider the Scheme to be in the best interests of NetComm’s shareholders and unanimously recommend that NetComm's shareholders vote in favour of the Scheme, subject to no superior proposal emerging and an independent expert determining that the Scheme is in the best interests of NetComm's shareholders.
Subject to the same qualifications, each NetComm Director intends to vote the NetComm shares held or controlled by them in favour of the proposed Scheme.
NetComm’s Directors believe this is a compelling offer for NetComm shareholders for the following reasons:
Significant premium: The Scheme Consideration of A$1.10 per share represents a:
- 52.8% premium to the closing price of A$0.720 per share on 20 February 2019;
- 49.8% premium to the 1-month volume weighted average price of A$0.7341 per share (VWAP);
- 40.9% premium to the VWAP of A$0.7812 per share since NetComm announced its FY18 results on 27 August 2018.
- Certainty of value: the 100% cash consideration provides NetComm shareholders with certainty of value and the opportunity to realise their investment in full for cash.
- Limited conditionality: The Scheme is not subject to a finance condition and is subject only to conditions customary for transactions of this type, including approval from the Australian Foreign Investment Review Board (FIRB), court approval and approval by the shareholders of NetComm.