Fairfax shareholders will vote on the merger with the Nine Network just prior to the company’s AGM in November.
The Scheme papers have now been sent out to eligible shareholders outlining the proposed merger.
If the Scheme is approved and implemented, eligible shareholders will receive 0.3627 new Nine Shares in addition to $0.025 in cash for each Fairfax Share held.
Based on the closing price of Nine Shares of $2.520 on 25 July 2018 (being the last Trading Day prior to the announcement of the Scheme), the Scheme implies a value of $0.939 per Fairfax Share.
This represents a:
• 21.9% premium to the closing price of Fairfax Shares on 25 July 2018 of $0.770; and
• 22.6% premium to the one-month volume weighted average price (VWAP) of Fairfax Shares on 25 July 2018 of $0.7661.
Fairfax says the merger would bring together two largely complimentary businesses and create a leading, multi-platform media company, comprising Fairfax’s mastheads, Nine’s FTA TV network, high-growth digital businesses including Domain, Stan and 9Now, as well as radio interests through Macquarie Media.
As a result, the combined group could provide an improved advertising proposition with enhanced data to advertisers and agencies.
The Combined Group will comprise the following businesses:
- Nine Network, (9, 9HD, 9Go!, 9Gem and 9Life);
- Nine Digital, comprising 9Now and digital publishing assets including nine.com.au, 9news.com.au, 9Honey, Pedestrian TV and a majority interest in CarAdvice;
- Australian Metro Media, comprising print and digital mastheads including The Sydney Morning Herald, The Age, The Australian Financial Review, Fairfax Events and Entertainment
- Digital-focused businesses, including Allure Media, RSVP Oasis, Weatherzone, Healthshare, Skoolbo, Bellabox and Drive;
- a 59.4% shareholding in Domain;
- a 54.5% shareholding in Macquarie Media, operator of 2GB, 3AW, 4BC and 6PR and the Macquarie Sports Radio franchise currently operating in Sydney, Melbourne, Brisbane and Perth
- Australian Community Media; and
- New Zealand print and digital media business
Fairfax shareholders will be able to vote in person at 10 am on Monday 19th November, prior to the AGM, or by completing and returning a proxy form to the Fairfax share registry by 10 am Saturday 17th November.