CALGARY, Aug. 22, 2013 /CNW/ - Axia NetMedia Corporation (Axia) announces that its wholly-owned subsidiary, Axia NGNetworks Asia Pte.
Ltd. (Axia Asia), SPH Net Pte. Ltd. (SPH), SPT Net Pte. Ltd. (SPT) (Axia Asia, SPH and SPT collectively, the Vendors) have entered into a share purchase agreement (the Agreement) with CityNet Infrastructure Management Pte. Ltd. in its capacity as
Trustee-Manager of NetLink Trust (the Purchaser) to sell their aggregate 70% interest in OpenNet Pte. Ltd. (OpenNet) to the Purchaser. Pursuant to the Agreement, SPH and SPT will sell
their respective 25% and 15% interests in OpenNet to the Purchaser on
the same terms.
Axia Asia will sell its 29,744,999 ordinary shares of OpenNet
representing approximately 30% of the issued and paid-up share capital
of OpenNet, to the Purchaser, for aggregate cash consideration of
approximately S$38 million (approximately CDN$31 million) (the Transaction).
Art Price, Chairman and CEO of Axia, commented "It is already clear that
Singapore's Next Generation Network strategy is going to be a great
success for consumers. Customers in Singapore are already benefiting
from enhanced choice of both services and service providers. Market
adoption is running well ahead of forecasts. When I agreed that Axia
would lead the OpenNet Consortium, it was because Axia's approach to
NGN solutions was aligned with Singapore's policy objectives and we had
SPH and SPT as partners. Axia accepted the purchase offer based on
OpenNet having successfully achieved its primary mandate of deploying a
ubiquitous fibre network in Singapore, our partners' preference to sell
based on this achievement, our preference to hold majority interests
and Axia having equally attractive alternative uses for the capital
currently deployed in Singapore. Upon completion of the sale, Axia's
Board will determine the best use of proceeds for the benefit of Axia
shareholders."
OpenNet, Singapore Telecommunications Ltd. (SingTel Parent) and the Purchaser, have jointly filed a consolidation application (the
CA) with the Info-communications Development Authority of Singapore (the IDA) seeking regulatory approval for the purchase of 100% of OpenNet by the
Purchaser. The IDA will hold a public consultation as part of the
approval process.
In addition to regulatory approval by IDA, the Transaction is subject to
the following additional conditions precedent including, but not
limited to: (i) the completion of due diligence investigations of
OpenNet by SingTel and the Purchaser; (ii) receipt by OpenNet and the
Purchaser of the written consents of the Monetary Authority of
Singapore and any other relevant governmental or regulatory authority
necessary to complete the Transaction; and (iii) determination by
SingTel Parent that the terms of the regulatory approval by the IDA are
acceptable to SingTel Interactive Pte. Ltd. (SingTel). Concurrently,
SingTel will sell its interest in OpenNet to the Purchaser.
The Agreement expires on November 30, 2013, unless otherwise extended by
the agreement of the Vendors and the Purchaser.
About OpenNet
OpenNet is a nationwide fibre to the premise network in Singapore that
sells dark fibre services to residential, commercial and government end
users. The network passes approximately 1.2 million residential and
26,000 commercial premises.
About Axia
Axia owns, operates and sells services over fibre optic communications
infrastructure. Axia trades on the Toronto Stock Exchange under the
symbol "AXX".
This News Release contains forward-looking statements, including,
without limitation, statements containing the words "should",
"believe", "anticipate", "may", "plan", "will", "continue", "intend",
"expect", "estimate" and other similar expressions which constitute
"forward-looking information" within the meaning of applicable Canadian
securities laws. These statements are based on our current
expectations, estimates, forecasts and assumptions about the operating
environment, economies and markets in which we operate and are subject
to important assumptions, risks and uncertainties that are difficult to
predict. Examples of these statements would include those where Axia
forecasts its success and timing in winning new NGN business, the
timing of completion and estimated total costs of our networks, the
revenues and operating costs associated with these networks over time,
and Axia's ability to generate future cash flows and avail itself of
other financing alternatives given current market conditions. The
assumptions, risks and uncertainties that could cause actual results to
differ materially from the forward-looking information, include, but
are not limited to, changes in customer markets, changes in demand for
our services, our inability to deliver services in a timely and cost
efficient manner, technological change, general economic conditions and
other risks detailed from time to time in our ongoing filings with the
Canadian securities regulatory authorities, including those in our
Annual Information Form, which filings can be found at www.sedar.com.
Given these assumptions, risks and uncertainties, readers are cautioned
not to place undue reliance on such forward-looking statements. Unless
otherwise required by applicable securities laws, we undertake no
obligation to publicly update or revise any forward-looking statements
either as a result of new information, future events or otherwise.
SOURCE: Axia NetMedia Corporation
