Swoop Holdings Limited · ASX:SWP
Swoop — Merger or Acquisition (November 2024)
22 slides from Swoop's merger presentation, Nov 22, 2024
Slide 1: Proposed acquisition of Vonex Limited
Proposed acquisition of Vonex Limited Off-market takeover offer for all of the shares in Vonex Acquisition Presentation | November 2024 1
Slide 2: Important Notice & Disclaimer
Important Notice & Disclaimer This presentation dated 22 November 2024 has been prepared by and is being issued by Swoop Holdings Limited ACN responsibility for any loss or damage suffered as a result of any inadequacy, incompleteness or inaccuracy in any such 009 256 535 (ASX: SWP) (Company or Swoo
Slide 3: Acquisition Highlights
Acquisition Highlights The takeover bid by Swoop Telecommunications Pty Ltd (Swoop Telecommunications) for Vonex Limited (Vonex) (Offer) is expected to materially enhance value for Swoop Shareholders and Vonex Shareholders who accept the Offer1 A Swoop and Vonex combination is highly strategic and c
Slide 4: Reasons to Accept the Swoop Offer
Reasons to Accept the Swoop Offer Swoop believes there is compelling rationale to reject the MaxoTel Offer, in favour of the Swoop Offer The Offer implies a price of $0.050 per Vonex Share1, representing a 14% premium to the MaxoTel Offer price and a 178% premium to the undisturbed trading price of
Slide 5: Transaction Summary
Transaction Summary ▪ Swoop Telecommunications is offering to acquire all of the Vonex Shares that it does not presently own by way of an off-market takeover (Offer) ▪ Consideration comprising 1 Swoop Share for every 3.9 Vonex Shares held ▪ Implied offer price per Vonex Share of $0.0501, represents
Slide 6: Overview of Vonex
Overview of Vonex Vonex is an Australian telecommunications and internet service provider, offering communications solutions targeted towards medium-sized enterprises Overview SME Business NBN-ready office phone ▪ Vonex is a full-service and award-winning ▪ Hosted cloud phone systems Phone systems s
Slide 7: Overview of Vonex (continued)
Overview of Vonex (continued) Vonex is a highly trusted service provider to a diverse range of customer bases across SME, wholesale, and residential segments Capabilities Team Customers Growth Strategies Market Drivers Deep expertise Strong leadership 22,000+ customer Cross-sell Aligns to high-growt
Slide 8: Strategic Rationale
Strategic Rationale The potential acquisition of Vonex represents an opportunity to enable value creation for Swoop Shareholders and Vonex Shareholders who accept the Offer1, with the potential to deliver meaningful cost savings and value through cross-selling and enhanced operational scale ✓ Vonex’
Slide 9: Acquisition Strategy
Acquisition Strategy The potential acquisition of Vonex accelerates Swoop’s voice capabilities and is consistent with Swoop’s stated M&A strategy ? Mobile Residential nbn Voice Other Infrastructure Acquired Moose Mobile Acquired Regional No previous M&A in Acquired channel and SMB Acquired wholesale
Slide 10: Financial Combination Analysis
Financial Combination Analysis The combination of Swoop and Vonex creates a platform with significant scale, material synergies and a stronger financial profile Revenue – FY24 (A$m)1 Underlying EBITDA – FY24 (A$m)1,2,3 5.0 48.2 5.4 81.1 14.2 Swoop Vonex MergeCo. Swoop Vonex (Annual ) synergies run-r
Slide 11: Material Value Creation Opportunity Through Synergies
Material Value Creation Opportunity Through Synergies A combination between Swoop and Vonex would provide substantial value to both sets of shareholders through meaningful cost savings Swoop have identified the following items which have the potential to create ~$5m of annual EBITDA synergies over t
Slide 12: Material Value Creation Opportunity Through Synergies (continued)
Material Value Creation Opportunity Through Synergies (continued) Swoop has performed a detailed review of potential synergies to enable material value creation Net synergies phasing by category (A$m)1 Cost of sales • Opportunity to deliver savings through optimised supply 5.0 arrangements between S
Slide 13: Transaction Timetable
Transaction Timetable Key dates Event Date Bidder’s Statement lodged with ASX, ASIC and Vonex 22 November 2024 Bidder’s Statement and personalised Acceptance Forms despatched to Vonex Shareholders 9 December 2024 Offer open date 9 December 2024 Offer closing date (unless extended) 17 January 2025 No
Slide 14: Appendix 1: Swoop Company Overview
Appendix 1 Swoop Company Overview Acquisition Presentation 14
Slide 15: Swoop Connects People and Improves Lives
Swoop Connects People and Improves Lives Swoop’s purpose is connecting people and improving lives – we believe everyone deserves a better telco experience FY24 Wins & Awards Premium provider of residential Residential mobile telephony for Winner Winner Winner and SME Broadband price-conscious custom
Slide 16: Overview of Swoop
Overview of Swoop Swoop is a telecommunications and internet service provider company, servicing residential and SME broadband markets through their fixed wireless and fibre infrastructure assets Business overview ▪ Swoop (ASX:SWP) is a leading fixed wireless network provider in Australia which also
Slide 17: Q1 FY25 Financial Highlights
Q1 FY25 Financial Highlights Swoop kicks off FY25 with double-digit growth in the first quarter Financial highlights Core Business Recurring Revenue (A$m)1 ▪ Consistent YoY recurring revenue growth in the 21.5 core business, with a 15% increase YoY Revenue1 $21.5m 20.3 ▪ Sales growth in the overall
Slide 18: Board and Senior Management
Board and Senior Management Swoop has a highly experienced Board of Directors and senior management team with significant industry experience to execute its long-term growth strategy James Spenceley Anthony (Tony) Grist Matthew Hollis Jonathan Pearce William (Paul) Reid Non-Executive Chairman Non-Ex
Slide 19: Appendix 2: Key Risks
Appendix 2 Key Risks Acquisition Presentation 19
Slide 20: Key risks
Key risks Vonex Shareholders will receive Swoop Shares unless they are failures, adverse media coverage or other publicity. of Offer Conditions. There can be no assurance that all of the financial condition, results of operations or business prospects Ineligible Foreign Shareholders or Unmarketable
Slide 21: Key risks (continued)
Key risks (continued) Compliance Dependence on suppliers, as a reseller of many critical General claims and litigation services The industry in which Vonex operates is subject to extensive General risks relating to the Merged Group Both Swoop Holdings and Vonex’s businesses are exposed to legislativ
Slide 22: Thank you
sw@op Thank you SWwoop.comM.au
Swoop Holdings — Merger or Acquisition (November 2024) on 6ix