Vonex Valued at AUD 34.1 Million as MaxoTel Offers 3.6 Cents Per Share

Background and Transaction Overview

Vonex Limited (ASX, VN8), an Australian telecommunications provider specialising in VoIP and hosted PBX services, has announced a significant development in its ownership structure. Maxo Telecommunications Pty Ltd (MaxoTel), which currently holds approximately 69.4% of Vonex shares, has proposed a scheme of arrangement to acquire the remaining 30.6% of issued capital it does not already own.

The scheme values Vonex at an enterprise value of approximately AUD 34.1 million. Under the terms, shareholders will receive a cash consideration of AUD 0.036 per share, representing an 80% premium to the closing share price prior to the announcement. This premium reflects MaxoTel's commitment to securing full ownership and providing shareholders with a compelling exit opportunity.

Court Approval and Shareholder Meeting

The Supreme Court of New South Wales has approved the convening of a Scheme Meeting, scheduled for 10, 00am Brisbane time on Tuesday, 23 September 2025, at Level 6, 303 Coronation Drive, Milton, Queensland. At this meeting, Vonex shareholders will vote on the proposed scheme. The court has also approved the distribution of the Scheme Booklet, which contains detailed information about the scheme, the Notice of Scheme Meeting, and the Independent Expert's Report.

Shareholders are encouraged to carefully review the Scheme Booklet, which will be available on Vonex's website and the ASX platform. Voting can be conducted in person or by proxy, with detailed instructions provided in the booklet.

Independent Expert's Opinion and Board Recommendation

Titan Partners Corporate Finance, the Independent Expert appointed to assess the scheme, has concluded that the proposal is fair and reasonable and in the best interests of Vonex shareholders, assuming no superior proposal emerges. This conclusion is based on a thorough valuation analysis, including a capitalisation of future maintainable earnings and a review of comparable market transactions.

The Independent Directors of Vonex unanimously recommend that shareholders vote in favour of the scheme, subject to the Independent Expert maintaining its positive conclusion. Notably, Vonex's CEO, Michael Blake, abstains from making a recommendation due to his previous executive role at MaxoTel.

Strategic Implications and Future Outlook

Upon implementation, MaxoTel intends to delist Vonex from the ASX and reconstitute the board, with plans to maintain Vonex's head office in Milton, Queensland. MaxoTel aims to preserve Vonex's strategic direction while leveraging synergies to enhance growth opportunities.

The scheme offers Vonex shareholders a timely and certain cash exit, which is particularly attractive given the risks and uncertainties inherent in the telecommunications sector and Vonex's business. The transaction also resolves liquidity constraints faced by shareholders due to the concentrated ownership structure.

Next Steps and Timetable

Following the shareholder vote, the scheme requires final court approval, expected on 9 October 2025. The implementation date is anticipated to be 20 October 2025, with Vonex shares ceasing trading on the ASX from 9 October 2025 and formal delisting occurring on 21 October 2025.

Shareholders should consider the tax implications of the scheme, including potential capital gains tax liabilities, and seek independent advice as appropriate.