The board of directors of Daisy has reached agreement with the Independent BNS Directors on the terms of a recommended cash offer for the entire issued and to be issued share capital of BNS at a price of 20 pence per BNS Share, valuing the fully diluted ordinary share capital of BNS at approximately £10.45m.
BNS is a voice over IP telecoms carrier and reseller of fixed and mobile lines, minutes, data and hardware and other value-added services. The acquisition of BNS will augment Daisy’s existing capabilities and further strengthen Daisy’s position in the reseller market. In the year ended July 2009, BNS recorded sales of £36.9m (2008: £32.6m) and underlying EBITDA of £3.2m (2008: £0.13m).
Daisy has received irrevocable undertakings to accept or procure the acceptance of the Offer in respect of 43,850,976 BNS Shares, representing approximately 83.89 per cent. of the issued share capital of BNS.
The price of 20 pence for each BNS Share represents a premium of approximately 220 per cent. to the Closing Price of 6.25 pence per BNS Share on the day on which BNS Shares ceased to be admitted to trading on AIM.
The Independent BNS Directors, who have been so advised by Ernst & Young, consider the terms of the Offer to be fair and reasonable to BNS Shareholders as a whole and unanimously recommend that BNS Shareholders accept the Offer, as the BNS Directors and their immediate families have undertaken to do in respect of 29,127,170 BNS Shares in which they are interested which represent approximately 55.7 per cent. of the existing issued share capital of BNS.
Commenting on the Offer, Matthew Riley, Chief Executive Officer of Daisy, said: “This Offer makes great sense for Daisy, given the scale and position of BNS within the UK SME market. This acquisition will strengthen our position in the reseller market and is another step towards the Daisy Group consolidating this fragmented sector following the integration of our previous acquisitions, Daisy Communications, Freedom4, Vialtus Solutions, Redstone Telecom, AT Communications and Eurotel, and the completion of the acquisition of Managed Communications Limited earlier this month.”
Commenting on the Offer, Barry Moat, Non-executive Chairman of BNS, said: “The Independent BNS Directors are recommending acceptance of the Offer price of 20 pence per BNS Share as it allows BNS Shareholders the opportunity to accept an offer at a significant premium to the BNS share price at the time of de-listing in June 2009. At that time, the BNS Board stated that one of the reasons for the de-listing was a lack of liquidity in BNS Shares and, in the opinion of the BNS Board, the resulting disassociation of the share price with the inherent value of BNS. In the opinion of the Independent BNS Directors, given BNS’s historical share price performance, share register structure and current trading environment and in the absence of a higher per share offer for BNS, there can be no guarantee that BNS Shareholders will be able to sell their BNS Shares at a price of 20 pence or better in the short to medium term.”