Vonex Shareholders to Decide on MaxoTel’s 80% Premium Scheme
Vonex Limited shareholders will soon decide on a court-approved scheme of arrangement under which Maxo Telecommunications will acquire the remaining 30.6% of Vonex shares it does not already own, offering an 80% premium to the pre-announcement share price.
- MaxoTel to acquire remaining 30.6% of Vonex shares via scheme
- Scheme consideration of $0.036 cash per share, an 80% premium
- Independent Expert concludes scheme is fair, reasonable, and in shareholders’ best interests
- Scheme Meeting scheduled for 23 September 2025
- Vonex expected to delist from ASX post-implementation
Background and Transaction Overview
Vonex Limited (ASX, VN8), a telecommunications provider specialising in VoIP and hosted PBX services, has entered into a Scheme Implementation Deed with Maxo Telecommunications Pty Ltd (MaxoTel). MaxoTel, which currently holds approximately 69.4% of Vonex’s shares, proposes to acquire the remaining 30.6% through a court-approved scheme of arrangement. The transaction values Vonex at an enterprise value of approximately $34.1 million.
The scheme consideration is set at $0.036 cash per share, representing a substantial 80% premium to Vonex’s closing share price prior to the announcement. This premium reflects MaxoTel’s commitment to securing full ownership and providing shareholders with a timely and certain exit.
Shareholder and Court Approvals
The Australian Securities and Investments Commission (ASIC) has registered the Scheme Booklet, which has been dispatched to shareholders. This document includes detailed information about the scheme, the Independent Expert’s Report, and instructions on voting. The Independent Expert, Titan Partners, has concluded that the scheme is fair and reasonable and in the best interests of Vonex shareholders, assuming no superior proposal emerges.
Vonex’s Independent Directors unanimously recommend shareholders vote in favour of the scheme, subject to the Independent Expert maintaining its positive conclusion. The Scheme Meeting is scheduled for 23 September 2025 in Brisbane, where shareholders will vote on the proposal. Approval requires a majority in number and at least 75% of votes cast.
Funding and Implementation Timeline
MaxoTel intends to fund the acquisition primarily from existing cash reserves, supplemented if necessary by a debt facility currently being arranged with Westpac Banking Corporation. The maximum cash outlay is approximately $8.87 million.
Key dates include the Second Court Hearing on 9 October 2025, the Effective Date shortly thereafter, and the Implementation Date on 20 October 2025. Vonex shares will be suspended from trading on the ASX from the close of trading on the Effective Date, with delisting expected on 21 October 2025.
Implications for Shareholders and the Market
If approved, the scheme offers Vonex shareholders an immediate cash return at a significant premium, providing liquidity in a market where share trading has been limited due to MaxoTel’s majority ownership. Shareholders will cease to hold Vonex shares post-implementation and will no longer participate in any future upside.
The Independent Expert’s valuation supports the premium offered, with Vonex shares valued between 2.83 and 2.91 cents per share on a controlling basis, below the scheme consideration. The scheme also mitigates risks associated with Vonex’s operational and market challenges, including exposure to interest rate fluctuations, liquidity risk, and competitive pressures in the telecommunications sector.
Following the acquisition, MaxoTel plans to reconstitute Vonex’s board and maintain its head office in Milton, Queensland. The combined entity aims to leverage synergies and continue growth in the competitive Australian telecommunications market.
Bottom Line?
As Vonex shareholders prepare to vote, the market awaits the outcome that will reshape the company’s ownership and future trajectory.
Questions in the middle?
- Will any superior proposal emerge before the Scheme Meeting?
- How will MaxoTel’s planned debt facility impact its financial flexibility post-acquisition?
- What strategic changes will MaxoTel implement following full ownership of Vonex?
