KeyTech Limited (BER:KEY.BH) entered into an agreement to acquire 58% stake in Bermuda Digital Communications Ltd. from ATN International, Inc. (NasdaqGS:ATNI) and other minority shareholders on October 5, 2015. As part of transaction, Atlantic Tele-Network will also contribute approximately $42 million in cash to the KeyTech group. As consideration, Atlantic Tele-Network for its 43% interest in BDC and cash contribution will receive such number of newly issued common shares of KeyTech as constitutes at least 51% of the KeyTech common shares on a fully diluted basis. Following such Merger, the approximate 15% interest in BDC held, in the aggregate, by the minority shareholders of BDC will be converted into the right to receive, in the aggregate, 3.8 million KeyTech common shares representing approximately 8.9% of the KeyTech common shares on a fully diluted basis.  In addition, and subject to the closing of the Transaction, the existing KeyTech shareholders, which shall not include the BDC Minority Shareholders or ATN, will receive a one-time special dividend of $0.75 per share, or an aggregate amount of approximately $12.7 million. In the event of termination of the transaction, KeyTech will be required to pay Atlantic Tele-Network, a break-up fee up to $4.25 million and Atlantic Tele-Network will be required to pay KeyTech a reverse break-up fee of $2.63 million. Following the closing of the transaction, KeyTech will continue to be listed on the Bermuda Stock Exchange and will have approximately $37 million in remaining debt that will be consolidated on the ATN's balance sheet.

The transaction is subject to the satisfaction or waiver of certain conditions, including receipt of the approval from the Federal Communications Commission, the Regulatory Authority of Bermuda and the Information and Communications Technology Authority, approval of the Bermuda Stock Exchange and the approval from KeyTech's shareholders holding a majority of the votes, and certain other customary closing conditions, among others. The transaction also requires that listed KeyTech common shares shall have been authorized for listing on the BSX, subject to official notice of issuance. Boards of Directors of Atlantic Tele-Network and KeyTech have unanimously approved the transaction. The transaction is expected to close in the first quarter of 2016. Transaction is expected to be accretive beginning in the first full quarter after closing.

Sally Penrose, Shannon Cann, Steven Rees Davies, Tonesan Amissah, Mandela Fubler, Gary Harris, Jerome Wilson and Sarita Ebbin of Appleby (Bermuda) Limited acted as legal advisor for KeyTech. William A. Groll and Matthew P. Salerno of Cleary Gottlieb Steen & Hamilton LLP and Ian Stone of Wakefield Quin Limited acted as legal advisor to Atlantic Tele-Network. BofA Merrill Lynch acted as financial advisor to Atlantic Tele-Network.

KeyTech Limited (BER:KEY.BH) completed the acquisition of 58% stake in Bermuda Digital Communications Ltd. from ATN International, Inc. (NasdaqGS:ATNI) and other minority shareholders on May 3, 2016.