Oxford Networks’ shareholder calls proposed deal with Canadian firm ‘obscene’

Craig Gunderson, CEO of Oxford Networks
Craig Gunderson, CEO of Oxford Networks Buy Photo
Posted Jan. 20, 2014, at 6:35 p.m.
Last modified Jan. 21, 2014, at 9:07 a.m.

LEWISTON, Maine — Some shareholders of Oxford Networks are speaking out about the proposed deal revealed last week in which a Canadian private equity firm would acquire the telecommunications company. And the response is not all positive.

Montreal-based Novacap has offered to acquire Oxford Networks for $50 million, which includes the payment of $18.5 million in cash and the assumption of roughly $30 million in debt.

Oxford Networks is a 113-year-old telecommunications and IT services firm headquartered in Lewiston. It employs approximately 120 people.

Shareholders are expected to vote on the proposed deal on Thursday during a special shareholder meeting at Oxford’s data center in Brunswick. Failure to receive shareholder approval before Jan. 31 would give Novacap an opportunity to terminate the deal, in which Oxford would be required to pay a $1 million termination fee.

Michael Jennings, owner of 100 shares of Oxford’s common stock, is a vocal opponent of the proposed deal because owners of the roughly 890,000 shares of common stock would receive nothing upon the deal’s closure, which the company hopes to make happen this spring. Preferred shareholders, however, would receive $17.3 million in the deal.

Jennings, a former businessman and Harvard Business School graduate who owns a home in East Winthrop, called the deal “obscene” and not in the best interests of common shareholders, many of whom have had stock passed down in their families for generations.

“I have no personal or financial gains to come out of this except that I’m a Boy Scout, and this is so awful that I have an obligation to educate people,” he said. “My axe to grind is that common shareholders didn’t have anyone speaking for them, so management used them as an accordion to create an incentive for Novacap to buy.”

Under the terms of the deal, common shareholders would receive a “contingent rights agreement,” which defines the terms under which common shareholders could receive a future payout provided Novacap realizes a return whenever it sells Oxford Networks of at least three times its initial investment and a 25-percent return on any post-closure investments.

Robert Strong, a professor of finance at the University of Maine, was hesitant to comment on the complex deal without studying the details. However, he said it was “unusual” for common shareholders to get nothing from such a deal.

Jennings said he’s “embarrassed” the company would send a more than 200-page document detailing the proposed deal to common shareholders and expect a response in three weeks. Most shareholders won’t understand the nuances of the deal or how it affects them, only having the board’s recommendation for approval to guide their decision, he said.

“I have 30 years of dealing with contracts and have placed over a billion dollars of debt financing, and I don’t even understand the 13 lines of fine print that define the term ‘liquidity event,’” he said. “That’s how bad it is. I’m not trying to be funny. I’m trying to be serious.”

In a hypothetical scenario Oxford included in the proxy statement, Novacap would need to receive a return of $67 million on a total investment of $21.5 million ($18.5 million initially and a $3 million follow-on investment) before common shareholders received $2.73 per share.

As of Dec. 31, 2012, a share of Oxford Network’s common stock was worth $14.73 even after the company lost $2.8 million in 2012.

Jennings said the company created its own problems in 2012 when it bought a data center in Brunswick from Resilient Tier V. At the time, the company believed it would provide a valuable source of revenue from government contracts.

“So they have created this mess, and they want to protect their jobs by selling out common shareholders to a private equity firm in Montreal,” Jennings said. “It’s not equitable. It really isn’t.”

A request for comment from CEO Craig Gunderson was not returned Monday afternoon. Attempts to reach Richard Huntley, the member of Oxford Networks’ board with the most number of common shares, were not successful. Huntley, who has sat on Oxford’s board since 1976, owns more than 97,000 shares of common stock, roughly 10.9 percent of all outstanding shares, according to the proxy statement.

Robert Fuller, who has owned 4,900 shares of common stock for more than a decade, offered a more measured response to the proposed deal. A former Maine resident and attorney at Pierce Atwood, Fuller now lives in Florida and summers in Winthrop.

“I think this was the best deal that Oxford could get under the circumstances after trying other ways to refinance itself, and Novacap seems to be the only interested party,” he said. “Given Oxford’s financial situation, that was apparently the only deal they could cut.”

Fuller said he wouldn’t vote in favor of the proposed deal, as the company’s board recommends.

“I don’t feel that it’s something in good conscience for which I could vote for because it doesn’t do anything for me until Novacap gets its investment back and clear all those hurdles,” Fuller said. “I think it will be a long time before I or any common shareholder sees any money out of this deal.”

Besides voting for, against or abstaining, shareholders have a fourth option, which Jennings is taking. Shareholders are allowed to assert “appraisal rights,” which means an appraiser would be hired to determine the value of the stock, and that shareholder would be paid that amount for their shares.

Jennings said that even if an appraiser shaves off a third of the $14.73 per share the common stock was worth at the end of 2012, it will still be worth at least $10 a share, much more than the $2.73 per share that shareholders would receive in the proxy statement’s hypothetical example.

To seek appraisal rights, shareholders need to get a written notice to Oxford Networks by Wednesday.

If the company receives shareholder approval, the deal will still be subject to regulatory approval from the Maine Public Utilities Commission and the U.S. Federal Communications Commission. Jennings said he would continue to urge against approval of the acquisition in front of the Maine PUC.

 

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