Austereo Owner set for Takeover?

Amid all the speculation of acquisitions under relaxed cross media ownership laws, a German company has signalled it is preparing a takeover bid for Village Roadshow – the majority owner of the Austereo radio network.

Boswell Filmgesellschaft mbH, which forced a halt to a Village off market preference share buyback scheme earlier this year, has sought a halt to the on market scheme which took its place.

In a letter to Village on Sunday, Boswell has called for: “…a two week halt to the buyback, while it pulls together a takeover bid”.

Village Roadshow has responded by asking Boswell to put its money where its mouth is.

The German group’s motive has been to focus on ‘how the real value of Village could be made available to the shareholders generally’.

With this in mind, Boswell is: “… urgently working on a proposal to acquire all of Village’s ordinary shares … which it believes will be attractive to many shareholders”.

Boswell says: “…it would be a condition of the proposal that Village’s capital structure remained unchanged”.

Village has responded by telling Boswell, which owns 1000 ordinary Village shares and 1000 preference shares, it doubts the German group’s ability to conduct a takeover.

“According to searches undertaken by Village, Boswell has paid up capital of 55 000 euro and a turnover of one euro in 2002. At that time, it had assets of 25 000 euros.”

Given those circumstances and Boswell’s previous assertion it was working alone, plus the lack of a material takeover proposal, Village has decided to continue with the share buyback.

“The directors believe that it is in the interests of shareholders to undertake the buybacks, implementing these objectives in a timely manner.

“Boswell has attempted on a number of occasions to thwart Village’s capital management objectives since 2003 and Village believes that this is simply one further attempt to do so.”

The German company first surfaced as an objector to Village’s off market share buyback scheme in 2003 and was successful twice – first in the Victorian Supreme Court and again when the scheme was resubmitted to Village shareholders at a meeting nine months ago – in derailing the scheme.

Boswell later unsuccessfully asked the Takeovers Panel for a declaration of unacceptable circumstances in relation to the on market buyback of ordinary shares that was launched in May to simplify the company’s capital structure.