TPG Scheme Booklet registered

Vodafone Hutchison Australia Pty Limited (VHA) welcomes the registration of the TPG Telecom Limited (TPG) Scheme Booklet with the Australian Securities and Investments Commission in relation to the proposed merger of VHA and TPG by way of a scheme of arrangement (Scheme).

The Scheme Booklet sets out the information TPG shareholders require to evaluate the Scheme and is available on the Australian Securities Exchange (ASX) announcements platform here.

A meeting of TPG shareholders (Scheme Meeting) to consider and vote on the Scheme will be held on 24 June 2020.

All key regulatory approvals have been obtained and the TPG shareholder vote can now proceed to complete the Scheme process.

VHA Chief Executive Officer Iñaki Berroeta said the VHA Board, together with TPG, is pleased to provide TPG shareholders with the opportunity to vote on the merger.

“Subject to TPG shareholder approval and final Court approval, we will soon be bringing together VHA and TPG to create Australia’s leading challenger full-service telecommunications provider,” Mr Berroeta said.

“The merger will combine highly complementary network infrastructure and leading mobile and broadband talent, and accelerate the network investments made by both companies.

“The merger is expected to generate cost and capital expenditure synergies from the combination of the two complementary networks, with the new company better-positioned to invest to the benefit of customers.

“Through its increased strength and scale, the merger is expected to deliver stronger returns to shareholders than either business could achieve on a standalone basis.”

Under the Scheme, VHA will acquire 100% of TPG shares and will be listed on the ASX where it will be renamed “TPG Telecom Limited” and will trade under the code “TPG”. Following completion of the merger, VHA shareholders will own 50.1% of the Merged Group with TPG shareholders owning 49.9%.
Subject to TPG shareholder approval and final Court approval, the target Scheme effective date is 29 June 2020 and with a target Implementation Date of 13 July 2020.

Background

Merger timeline

30 August 2018
VHA announces a merger of equals with TPG.

8 May 2019
The ACCC announces that it opposes the proposed merger.

24 May 2019
VHA, working with TPG, files a Statement of Claim in the Federal Court.

10 September 2019 – 1 October 2019
Federal Court case is heard in Melbourne.

13 February 2020
The Federal Court approves the merger.

5 March 2020
ACCC announces it will not appeal the Federal Court decision.

26 March 2020
Merger receives the required clearance from the Committee on Foreign Investment in the United States (CFIUS) and the required consent from the United States Federal Communications Commission (FCC).

7 May 2020
Treasurer issues a Foreign Investment Review Board no objection notice.

19 May 2020
TPG Scheme Booklet is registered with ASIC.