The Australian Securities and Investments Commission has charged former Vocus chair Vaughan Garfield Bowen for allegedly performing insider trading after he sold millions of the company's shares just prior to the announcement it had failed to be acquired for the third time in as many years.

Bowen has been charged with two counts of insider trading for disposing of over 5.6 million shares. Bowen allegedly had inside knowledge of EQT Infrastructure withdrawing its proposal to acquire Vocus in June 2019.

Bowen is currently an executive director for Uniti Group and was the founder of M2 Group, which merged with Vocus in 2016. Following the merger, Bowen had a stint as Vocus' chairman [PDF] before resigning in March 2018. 

In light of the allegations, a Vocus spokesperson said the company has not had any association with Bowen since his resignation from the company's board.

"No current director or employee of Vocus is associated with these allegations, which relate solely to the conduct of Mr Bowen following his resignation from the Vocus board in March 2018," the spokesperson said.

Uniti Group, meanwhile, has released a statement saying it does not intend to make any changes to Bowen's role and position of executive director within the company.

It added that Bowen denies the allegations and will be defending the matter.

EQT Infrastructure had offered to acquire Vocus at AU$5.25 per share in May 2019, but the deal fell through a few weeks later during the deal's due diligence process.

At the time, Vocus had received interest from various potential suitors, but it repeatedly could not seal the deal. In 2017, private equity firms Kohlberg Kravis Roberts & Co and Affinity Equity Partners both submitted separate offers to acquire Vocus, but both of those offers were eventually terminated due to the network provider missing its FY17 net profit guidance.

Two years later, EQT Infrastructure put out its offer before quickly rescinding it. Energy provider AGL then presented an offer shortly after, but that was also dropped due to there not being "sufficient certainty of creating value".

Vocus was finally acquired in June of this year after a consortium consisting of Macquarie Infrastructure and Real Assets (MIRA) and superannuation fund Aware Super bought the network provider for around AU$3.5 billion, or AU$5.50 per share.

MIRA started its chase of Vocus at the start of February, while Aware Super joined the fray later that month after it was spurned by greenfields fibre company Opticomm last year.

If found guilty, Bowen could face up to 30 years of imprisonment.

Bowen will face a committal mention hearing in the Magistrates' Court of Victoria in December. 

Updated at 9:10am AEST, 15 September 2021: added comments from Vocus and Uniti Group.

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