NextDC has taken another step closer to buying the company that owns three of its data centres, as the board of Asia Pacific Data Centres has unanimously recommended shareholders sell their shares to the co-location operator.
After an independent report by BOC Corporate Finance approved the transaction, APDC's board said it supported NextDC's offer to buy the remaining shares it didn't already own for $1.87 each in cash.
APDC is a property trust that was spun off from NextDC four years ago and is listed on the ASX. The trust's sole assets are three data centres occupied by NextDC, Sydney (S1), Melbourne (M1) and Perth (P1).
Struggle for ownership of the trust dates back to May when 360 Capital Group acquired a 19.8 percent stake in APDC. A month later, 360 Capital proposed replacing APDC's board of directors with its own members in order to control the trust and invest in the Asia-Pacific data centre market. NextDC began buying up shares in APDC to counter 360 Capital's plan, and now owns 19.9 percent of APDC.
360 Capital also offered to buy ADPC in July for $1.80 per share, but was trumped a week later by NextDC's $1.87 offer, which values the trust at $212 million. NextDC's offer represents a 19.5 percent premium on APDC's share price of $1.57, which was prior to 360 Capital buying its shares.
APDC noted that 360 Capital's conditional offer of $1.80 still stands, but said there had not been a more reasonable offer put forward since NextDC's bid. Directors also said there was a risk that rejecting NextDC's bid could lower share prices again. APDC's shares were trading at $1.88 at the end of trading on Monday.
360 Capital said it was still completing due diligence on whether to revise its offer, and would inform APDC about its decision by the end of the week.
NextDC chief executive Craig Scroggie welcomed APDC's unanimous recommendation.
"We believe our offer provides compelling and certain value for APDC securityholders, as has been confirmed by APDC's independent expert declaring the offer to be both fair and reasonable to APDC securityholders," he said.
"We urge APDC securityholders to accept the NextDC offer, which remains the only unconditional offer available and capable of immediate acceptance."