I don't think 50% is a particularly low hurdle. As I reckon that many small holders won't bother to vote it will very much depend on the large holders' blessing and at least Merlon isn't happy with the offer.
During the 2017 AGM some 103m votes were present and in 2018 there were 140m votes. Turnout will probably be higher during the upcoming EGM but given that the three largest holders (
as disclosed on p. 148 of the annual report), none of which I expect to vote for the deal, alone hold 94m shares I think approval is far from certain. Rather the opposite is the case.
There are a number of options for AYS but by this terrible deal with its no-shop clause the board has effectively locked out competing bidders. We must block the deal to establish a level playing field.
However I fear that as a result of the merger with VHA TPG cannot acquire AYS due to the change-of-control clause in the Network Supply Agreeement with Optus that would allow the latter to terminate the same instantly leaving 1.1m subscribers without service. The 2015 IPO Prospectus explained:
ExclusivityIt is a condition of the NSA that amaysim and its "related corporations" do not acquire, sell, distribute, provide or otherwise supply a Competing Service (meaning similar or substitutable services to those provided by Optus to amaysim under the NSA)
It would be a breach of the above condition, entitling Optus to terminate the NSA, if Telstra or Vodafone (but not any other operator of Competing Services) acquires control of amaysimsource:
2015 IPO Prospectus, p. 9Above clause does not prevent AYS from entering into an NSA with TPG for the time after the current NSA with Optus expires (so starting from July 2022) but TPG simply cannot gain control of AYS before July 2022, at least not without risking subscribers to lose service for days while SIM cards are replaced. The solution would be to keep AYS independent for the next 18 months but soon enter into an NSA with TPG with the option to acquire AYS on July 1st, 2022.
Such deal would doubtlessly be tricky but there are plenty of other options that avoid these complications, one of which could be Amazon buying AYS.
