ARN Media Limited and Anchorage Capital Partners Pty Limited have announced a non-binding indicative offer to acquire 100% of the fully diluted share capital of Southern Cross Media Group Limited through a scheme of arrangement. A copy of the Consortium’s proposal was attached to a Notice of Initial Substantial Shareholding in SCA filed by ACP.
Under the proposal, SCA shareholders would receive 0.753 ARN shares and 29.6 cents cash per SCA share. Based on the last closing price of ARN shares, this implies a total value of A$0.940 per SCA share before considering any franking credits distributed in connection with the Proposed Transaction.
The Consortium says it believes that the proposal will provide SCA shareholders with several benefits, including:
- Realising an attractive premium relative to the SCA’s recent share prices.
- Participating in the value creation opportunity arising from the combination of certain ARN and SCA radio and digital audio assets.
- Receiving significant cash consideration, providing value and potential access to franking credits for eligible SCA shareholders.
- Benefiting from enhanced scale and register diversity as ARN shareholders post-transaction.
- Accessing a more flexible balance sheet with reduced pro forma leverage at ARN post-transaction.
As part of the Proposed Transaction, the radio and television assets of ARN and SCA will be separated into independent ownership by each of ARN and ACP, subject to regulatory approvals. The Proposed Transaction and separation will result in two separate national media organisations.
The Consortium says that, for both ARN and SCA shareholders, the Proposed Transaction will create:
- A focused metro radio network with stations across major Australian cities.
- A larger regional radio footprint.
- The opportunity to benefit from efficiencies resulting from the combination of radio stations.
- Enhanced growth potential and an accelerated path to profitability through a proposed digital audio joint venture.
ARN Media Chairman, Hamish McLennan, and ARN CEO and Managing Director Ciaran Davis shared their positive views on the potential transaction, highlighting the transformative nature of the deal for both companies.
The Consortium says it looks forward to further engagement with SCA to develop the proposal. This announcement is preliminary, incomplete, and non-binding. No agreement with SCA has been reached, and there’s no certainty that a transaction will occur.
The Consortium has appointed Jefferies Australia as a financial advisor and Gilbert + Tobin as a legal advisor regarding the proposal.
The Consortium advises that ARN shareholders do not need to take any action at this time. ARN says it will keep the market informed of any significant developments.
SCA Response
For its part, Southern Cross Media Group Limited (ASX: SXL) (SCA) has confirmed it has received from ARN Media Limited (ASX: A1N) (ARN) and Anchorage Capital Partners Pty Limited (ACP) the non-binding indicative proposal to acquire 100% of SCA’s fully diluted share capital for consideration comprising 0.753 ARN ordinary shares and 29.6 cents cash per share by way of a recommended scheme of arrangement (Indicative Proposal).
Accorsing to an SCA statement, “The proposal is unsolicited, complex, and highly conditional. SCA recommends shareholders take no action in relation to the Indicative Proposal from ARN and ACP.
“The Indicative Proposal is subject to the unanimous recommendation of the SCA Board, due diligence, shareholder and regulatory approvals from both the ACCC and ACMA, and other terms and conditions.
“The Board of SCA will consider the Indicative Proposal and has appointed Grant Samuel as its financial adviser and Corrs Chambers Westgarth as its legal adviser to help assess the Indicative Proposal. SCA will update shareholders as required.”