Covage SAS, an affiliate of Axia NetMedia Corp (TSX: AXX), has submitted an offer to acquire Tutor Group, a fibre network owner and operator in France. No financial terms were disclosed for the deal, which is expected to close in the fall. Calgary-based Axia, an owner, operator and seller of services over fibre optic communications infrastructure, expects its own acquisition by Swiss private equity firm Partners Group to close on or about July 29, 2016. That deal, announced in March, will see Partners Group take the company private for $272 million.
Axia NetMedia Announces Anticipated Closing Date for Completion of Going Private Transaction
CALGARY , July 21, 2016 /CNW/ – Axia NetMedia Corporation (“Axia”) (AXX.TO) announced today that it currently expects to receive Federal Communications Commission (“FCC”) approval in connection with the previously announced plan of arrangement (the “Arrangement”) involving the acquisition by Digital Connection ( Canada ) Corp., an entity owned by investment vehicles managed and/or advised by Partners Group AG or its affiliates (“Partners Group”), of all of the issued and outstanding common shares of Axia on or about July 29, 2016 . If FCC approval is obtained when anticipated, Axia expects that, subject to the satisfaction of customary closing conditions, the Arrangement will close on or about July 29, 2016 .
Further details regarding the Arrangement can be found in Axia’s management information circular dated April 7, 2016 , which is filed on Axia’s SEDAR profile at www.sedar.com and is available on Axia’s website at www.axiafibrenet.com.
Axia also announced today that its 50% owned French subsidiary, Covage SAS (“Covage”), has submitted a firm offer to acquire Tutor Group (“Tutor”), a fibre network owner and operator based in France . The transaction will be definitive once customary conditions precedents have been cleared and regulatory consents are received. Closing is not anticipated until autumn 2016, subsequent to the closing of the Arrangement.
Axia owns, operates and sells services over fibre optic communications infrastructure. Axia trades on the Toronto Stock Exchange under the symbol “AXX”.
About Partners Group
Partners Group is a global private markets investment management firm with over EUR 49 billion ( USD 55 billion ) in investment programs under management in private equity, private real estate, private infrastructure and private debt. The firm manages a broad range of customized portfolios for an international clientele of institutional investors. Partners Group is headquartered in Zug, Switzerland , and has offices in San Francisco , Denver , Houston , New York , São Paulo, London , Guernsey , Paris , Luxembourg , Milan , Munich , Dubai , Mumbai , Singapore , Manila , Shanghai , Seoul , Tokyo and Sydney . The firm employs over 800 people and is listed on the SIX Swiss Exchange (symbol:PGHN) with a major ownership by its partners and employees.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws and which are based on the expectations, estimates and projections of management of Axia as of the date of this news release unless otherwise stated. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning Axia’s expectations regarding the timing for receiving FCC approval in connection with the Arrangement and closing the Arrangement, Axia’s belief that FCC approval of the Arrangement can be obtained, the completion of the acquisition of Tutor by Covage and the timing thereof. In respect of the forward-looking statements and information, Axia has provided such information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary FCC approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement that have not yet been satisfied; other expectations and assumptions concerning the Arrangement; the ability of Covage and Tutor to receive, in a timely manner and on satisfactory terms, the necessary approvals to the Tutor acquisition; the ability of Covage and Tutor to satisfy, in a timely manner, the other conditions to the closing of the Tutor acquisition; and other expectations and assumptions concerning the Tutor acquisition. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include the failure of Axia to obtain FCC approval, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and Axia continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of Axia to the completion of the transaction could have an impact on Axia’s current business relationships (including with future and prospective employees, customers, distributors, suppliers and partners) and could have a material adverse effect on the current and future operations, financial condition and prospects of Axia. In addition, in such circumstances Axia would be required to fund its capital commitment in connection with the Tutor acquisition, which funds may not be available on acceptable terms or at all. Furthermore, the failure of Axia to comply with the terms of the arrangement agreement may result in Axia being required to pay a fee to Partners Group, the result of which could have a material adverse effect on Axia’s financial position and results of operations and its ability to fund growth prospects and current operations. Risks and uncertainties inherent in the nature of the Tutor acquisition include the failure of Covage or Tutor to obtain the necessary approvals, or to otherwise satisfy the conditions to the completion of the Tutor acquisition, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Covage and Tutor to otherwise satisfy the conditions to or complete the Tutor acquisition, may result in the Tutor acquisition not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Axia are included in reports on file with applicable securities regulatory authorities. The forward-looking statements and information contained in this press release are made as of the date hereof and the parties undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information regarding the Arrangement and the terms and conditions thereof.
Photo courtesy of Axia NetMedia Corp