Deal profile | Gadens advises Maxo Telecommunications on the successful acquisition of Vonex in a contested process

Gadens advised Maxo Telecommunications Pty Ltd (MaxoTel) on its acquisition of Vonex Limited (ASX: VN8) (Vonex) which was initially pursued by way of a scheme of arrangement (First Scheme), that was withdrawn in response to Swoop Holdings Ltd (ASX: SWP) (Swoop) acquiring a blocking stake in Vonex. Gadens then advised MaxoTel on a successful on-market takeover bid (Takeover Bid) which resulted in MaxoTel acquiring a controlling stake of 70% of Vonex. Gadens further advised MaxoTel on its most recent scheme of arrangement to successfully acquire the Swoop stake and other minority shareholdings (Second Scheme). Vonex is now wholly-owned by MaxoTel.

Founded in 2007, Queensland-based MaxoTel is a leading provider of cloud-hosted voice services. They are Australia’s go-to VoIP provider with a range of business telephone solutions including hosted PBX, cloud solutions.

In June 2024, Gadens advised MaxoTel on the First Scheme, being an all-cash, recommended acquisition of 100% of the issued share capital in Vonex by way of a scheme of arrangement in accordance with Part 5.1 of the Corporations Act 2001. Gadens advised MaxoTel on all aspects of the First Scheme, including negotiating the scheme implementation deed and debt financing with Westpac for the cash consideration payable under the First Scheme from 3.75 cents to 4.19 cents per Vonex share, briefing counsel to appear in the court process as well as negotiating a variation to increase the consideration payable under the First Scheme. At the increased scheme consideration, Vonex was valued at an enterprise value of approximately $38.4 million.

Following the first court hearing for the First Scheme but prior to the scheme meeting, Vonex received a competing bid from Swoop Holdings Limited (ASX: SWP) (Swoop) to acquire 100% of the issued capital of Vonex by way of a scheme of arrangement after Swoop acquired a 19.9% interest in Vonex. Swoop’s offer to acquire Vonex was ultimately formulated as a conditional off-market takeover bid comprising cash and scrip consideration, but failed to receive support from Vonex’s Board.

Following receipt of Swoop’s competing offer, Gadens provided strategic advice to MaxoTel on its bid strategy that culminated in MaxoTel increasing its stake in Vonex and launching the Takeover Bid in October 2024, being an all cash offer that was subsequently increased to 4.40 cents per Vonex share. The Takeover Bid was undertaken simultaneously with the First Scheme and Gadens advised MaxoTel on other aspects of the Takeover Bid, including providing advice on the acquisition of MaxoTel’s 18.5% pre-bid stake, preparing documentation for the Takeover Bid, advising on Swoop’s competing bid, and attending on multiple variations to the Takeover Bid, including extensions to the offer period and increases in the offer consideration.

The Takeover Bid resulted in MaxoTel acquiring 61.82% of Vonex. On 4 July 2025, MaxoTel launched the Second Scheme which was approved by shareholders (including Swoop) at the scheme meeting and implemented on 20 October 2025. As a result of the successful implementation of the Second Scheme, Vonex is now wholly-owned by MaxoTel.

The acquisition of Vonex, being a full service, award-winning telecommunications service provider, is a key milestone for MaxoTel and strengthens its position as a leading Australian provider of hosted PBX, VoIP, and cloud communication services.

Partner Jol Rogers, who led on the transaction, said: “This deal was the culmination of a complex and protracted process, requiring strategic advice at every turn. We are proud to have acted as a trusted adviser to MaxoTel, helping navigate through different transaction structures to achieve a successful outcome. It was great to have supported MaxoTel on a key milestone in its growth journey and we are excited with what the future holds for the business.”

MaxoTel’s acquisition of Vonex also highlights the strategic use of an on-market takeover bid to achieve a commercial outcome. Gadens’ corporate team has advised on a number of on-market takeover bids including Australian Food Super’s successful bid for Dynamic Holdings.

Practice groups: Corporate, Banking and Finance.

Value: $40 million

Key team members: The First Scheme, Takeover Bid and Second Scheme were led by corporate partner Jol Rogers and supported by Gary Lim (Special Counsel). Natalie McCabe (Partner) advised on the litigation process for both schemes of arrangement. Elliot Raleigh (Partner) and James Potter (Special Counsel) advised on the debt facilities for the transactions.