Webcentral Group Limited (ASX:WCG) made a takeover offer to acquire remaining 91.14% stake in Cirrus Networks Holdings Limited (ASX:CNW) from a group of shareholders for AUD 27.1 million on July 30, 2021. Under the offer, Webcentral will acquire 846.4 million Cirrus shares at a price of AUD 0.032 per share in cash. Webcentral has already paid cash in the amount of AUD 2.604345 million. The offer is an on-market bid and it is unconditional. The offer does not extend to any CNW Options. However, the offer will extend to CNW Shares that are issued and listed for quotation on the ASX at any time during the offer Period as a result of the exercise of any CNW options. Webcentral has funding available to pay this amount from internal cash resources and loan facilities available from its parent company 5GN and the Commonwealth Bank of Australia (CBA). Webcentral and CBA entered into a facility agreement on June 30, 2021, under which CBA agreed to provide a debt facility to Webcentral, which consists of market rate loan facility in the amount of AUD 15 million, corporate credit card facility in the amount of AUD 0.1 million and contingent liability facility in the amount of AUD 1.5 million. Webcentral is establishing a further AUD 10.5 million bridge facility with CBA. 5GN has agreed to provide a standby facility to Webcentral in an amount of up to AUD 16 million. As Offer is an on-market bid, payment of the consideration to the shareholders who accepts the Offer will be made on a T + 2 day basis. The Offer Period will be automatically extended if the Bidder's Voting Power in CNW increases to more than 50% in the last 7 days of the Offer Period. In that case, the Offer Period will then end 14 days after the Bidder's Voting Power increases to more than 50%. If at the end of the Offer Period, the Bidder acquires a Relevant Interest in at least 90% of the CNW Shares on issue, then Bidder will proceed with compulsory acquisition of the outstanding CNW Shares with the same terms.

The offer period commenced on August 16, 2021, and (subject to extension or withdrawal) will end on September 16, 2021. Cornwall Stodart acted as legal advisor and BW Equities Pty Ltd. acted as financial advisor to Webcentral Group Limited. Link Market Services Limited acted as registrar to Webcentral Group Limited. Azure Capital acted as financial advisor for Cirrus and Oliver Carrick of HWL Ebsworth Lawyers acted as legal advisor to Cirrus. BDO Audit (WA) Pty Ltd acted as accountant and Automic Pty Ltd. acted as registrar to Cirrus. Lonergan Edwards & Associates Limited appointed as independent expert to the Board of Cirrus.

Webcentral Group Limited (ASX:WCG) cancelled the acquisition of remaining 91.14% stake in Cirrus Networks Holdings Limited (ASX:CNW) from a group of shareholders on August 2, 2021. The board of Cirrus unanimously recommends that Cirrus shareholders reject the Webcentral Offer as offer represents an inadequate control premium, Webcentral is offering enough benefits, by accepting the offer shareholders will not benefit from Cirrus' future growth and other reasons. As of August 13, 2021, Webcentral reported that in the circumstance where it acquires a Relevant Interest of above 90% of CNW Shares, that it will review, and possibly replace, all or some of the current CNW directors and will seek representation amongst the existing CNW board so that the Bidder's nominees are commensurate with the Bidder's shareholding in CNW. Webcentral's takeover bid formally commenced on August 16, 2021 and is scheduled to close on September 16, 2021. As on September 3, 2021, Cirrus is scheduled to hold an extraordinary general meeting of its shareholders on October 15, 2021 at Webcentral's requisition. Cirrus Board unanimously recommends that shareholders vote against the board spill resolutions and reaffirms its unanimous recommendation that shareholders reject Webcentral's takeover offer.