Freedom4 Group has conditionally agreed to acquire Daisy, the SME value added reseller, and the assets of Vialtus, the mid market managed solutions provider, in conjunction with a proposed Placing to raise up to £83 million.
Following completion, the Group’s market capitalisation will be approximately £204.4 million
Matthew Riley, CEO of Daisy, will be appointed chief executive officer and Freedom4 Group will be renamed Daisy Group.
Acquisition of the entire issued capital of Daisy for £30 million in cash and the issue to Daisy Vendor and Optionholders of 63,750,000 Consolidated Ordinary Shares, valued at £51 million.
Acquisition of entire issued capital of Vialtus for £13 million in cash and the issue of 36,250,000 Consolidated Ordinary Shares, valued at £29 million.
A proposed Placing by Freedom4 Group to raise up to £83 million (before expenses) through the issue of Placing Shares to provide funding for the Acquisitions and for possible future acquisitions.
Proposed share consolidation on the basis of 1 Consolidated Ordinary Share of 2.0p each for every 20 Unconsolidated Ordinary Shares of 0.1p.
Under AIM rules, the acquisitions constitute a Reverse Takeover of the Company and are therefore subject to shareholder approval. Hard irrevocable undertakings have been received from 32% of the shareholder base.
Liberum Capital is acting as nominated adviser and broker to the Company.
The fragmented nature of UK SME and mid-market telecommunications market with its current depressed valuations, present significant opportunities for the new, enlarged group, the company said.
The strategy of the Enlarged Group is to create, through a combination of further acquisitions and organic growth, one of the largest UK providers to the SME and mid-market of telecommunications services and solutions
Daisy and Vialtus will provide the right platform for potential further growth through a combination of consolidation and integration expertise, critical mass, customer scale, broad product offering and strong operational capability.
The senior management team have significant experience of creating shareholder value in the telecoms sector through both organic and acquisitive growth.
The Enlarged Group intends to provide its SME and mid-market customers with a converged product set including access, hosting, voice, mobile and managed services.