Pipe shareholders to decide on TPG merger

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Pipe shareholders to decide on TPG merger

Merger to be decided March 12.

Pipe Networks has scheduled a Scheme Meeting, set down for March 12, in which its shareholders will be able to vote on whether to proceed with a $373m takeover offer from TPG.

Pipe and TPG require 75 percent of the vote (after TPG's existing 2.8 million shares are removed from the equation) for the deal to go ahead.

Pipe's board and management have recommended shareholders accept the offer, whilst TPG executives have successfully secured finance to fund the deal.

Pipe executives own around 17 million of the 56 million remaining shares - which roughly equates to 30 percent of the total shares issued.

Shareholders can either attend the Scheme Meeting, to be held 10:00am Brisbane time at the Brisbane Marriott Hotel, or send in a proxy vote once they receive a 200-page Scheme Booklet in the mail in the coming weeks.

The Scheme Booklet, set to be published on the ASX this evening, includes recommendations to approve the purchase by members of Pipe management, plus an independent review from Ernst and Young which concluded that "the Scheme is fair and reasonable, and that the Scheme is in the best interests of PIPE Shareholders, other than TPG Telecom Limited, in the absence of a superior proposal."

Should more than 75 percent of the vote approve the deal, Pipe expects to appear a second time before the Supreme Court of Brisbane on or around March 17 to seek the court's blessing to compulsorily acquire any remaining shares.

Should more than 25 percent of shareholders block the deal, the deal expires and Pipe Networks continues to trade as a separate entity.

A Pipe networks spokesman said that under such a scenario, Pipe's management would need to "revisit its business strategy."

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