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Webcentral rejects Web.com buyout bid for LOWER offer from Aussie telco

Kevin Murphy, September 18, 2020, Domain Registrars

Pioneering registrar Webcentral has turned down Web.com’s offer to acquire it in favor of a lower offer from telecommunications company 5G Networks.

The company announced this week that 5GN will pay one share for ever 12 shares of Webcentral, which works to to between AUD 18.7 million and AUD 19.5 million ($14.24), depending on which trailing average price you use.

That’s between AUD 0.153 and AUD 0.16 per share, compared to Web.com’s recently increased bid of AUD 0.18 per share.

It’s a 138% premium based on 5GN’s September 16 closing price and Webcentral’s closing price before the Web.com deal was announced two months ago.

So why take the lower offer? Webcentral offered a few reasons, the most compelling of which was that there seems to have been a certain amount of arm-twisting going on.

The Web.com deal would have required 75% of Webcentral’s shares to be voted in favor of the acquisition and 5GN already owned over 10% and said it would vote them against. The 5GN deal only requires it to acquire 50.1% of the shares.

5GN will also pay off Webcentral’s debts and pay Web.com the AUD 500,000 penalty incurred for breaking the original July deal.

Webcentral was previously known as ARQ Group and, as one of the original five ICANN=accredited registrars, Melbourne IT. It owns the registrars Netregistry and Domainz. it became Webcentral after selling its wholesale business to CentralNic and its enterprise unit to private equity.

5GN, despite the name, is a largely wire-based telco and hosting provider. It doesn’t currently own any registrars.

Web.com acquires another of the original five registrars

Consolidation in the domain industry continues apace, with Web.com bringing one of the remaining original five competitive registrars into its stable for AUD 12.2 million ($8.3 million) in cash.

It’s acquiring an Australian company called Webcentral Group, which until last month was known as ARQ Group and before that as Melbourne IT.

Webcentral also runs the retail registrars Netregistry and, in New Zealand, Domainz. It has about 330,000 customers, though not all are registrants.

Web.com says the deal gives it a deeper footprint in the Aussie, Kiwi and Southeast Asian markets.

My records show that Webcentral had about 130,000 domains under management at the end of March on its Melbourne IT tag, down by about 6,000 year over year. That’s not counting regs in ccTLDs such as .au.

Netregistry had another 113,000 gTLD domains, down from 129,000 a year earlier.

After the deal closes, Web.com will own the three oldest active registrars as measured by IANA ID — Network Solutions, Register.com and now Melbourne IT. The latter two were among the first five to go live after ICANN introduced competition at the registrar level in 1999.

For Webcentral, the deal marks the conclusion of a three-stage sell-off that started over a year ago when it sold its TPP Wholesale business to UK consolidator CentralNic.

Then, this February, it announced the sale of its enterprise unit to private equity for AUD 36 million ($25 million). It had been publicly looking for a buyer for its remaining SMB registrar business for many months.

The root cause of the sell-offs appears to be the company’s crippling debt.

Webcentral had expected to be hit unfavorably by the coronavirus pandemic, but that was largely due to its exposure to the digital marketing market, via its WME brand, rather than dwindling domain sales.

GoDaddy blamed the same problem for its recently announced layoffs.

Webcentral is currently listed on the Australian Stock Exchange. Web.com itself fell into private equity hands in a $2 billion deal in 2018.