July 26 (Reuters) - Fairfax Media Ltd (FXJ) :
- MERGER OF NINE ENTERTAINMENT AND FAIRFAX MEDIA
- NINE ENTERTAINMENT AND FAIRFAX MEDIA HAVE ENTERED INTO A SCHEME IMPLEMENTATION AGREEMENT UNDER WHICH COMPANIES WILL MERGE
- FOLLOWING COMPLETION, NINE SHAREHOLDERS WILL OWN 51.1% OF COMBINED ENTITY WITH FAIRFAX SHAREHOLDERS OWNING REMAINING 48.9%
- DIRECTORS OF FAIRFAX WILL UNANIMOUSLY RECOMMEND THAT FAIRFAX SHAREHOLDERS VOTE IN FAVOUR OF SCHEME IN ABSENCE OF A SUPERIOR PROPOSAL
- COMBINED BUSINESS WILL BE LED BY NINE'S CURRENT CHIEF EXECUTIVE OFFICER, HUGH MARKS
- 3 CURRENT FAIRFAX DIRECTORS WILL BE INVITED TO JOIN BOARD OF COMBINED BUSINESS, WHICH WILL BE CHAIRED BY NINE CHAIRMAN, PETER COSTELLO
- UNDER PROPOSED TRANSACTION, FAIRFAX SHAREHOLDERS TO RECEIVE CONSIDERATION COMPRISING 0.3627 NINE SHARES FOR EACH FAIRFAX SHARE HELD
- UNDER DEAL, CO SHAREHOLDERS WILL RECEIVE 0.3627 NINE SHARES FOR EACH FAIRFAX SHARE HELD & $0.025 CASH CONSIDERATION PER FAIRFAX SHARE
- FOR YEAR TO JUNE 2018 CO IS EXPECTING TO REPORT GROUP OPERATING EBITDA OF $272-275M
- FOR YEAR TO JUNE 2018, NINE IS EXPECTING TO REPORT GROUP EBITDA AT UPPER END OF PREVIOUSLY ANNOUNCED RANGE OF $250M-$260M
- FOR YEAR TO JUNE 2018, NINE TO DECLARE A SECOND HALF DIVIDEND OF $0.05 PER SHARE
- FOR YEAR TO JUNE 2018 FAIRFAX EXPECTING TO DECLARE A SECOND HALF DIVIDEND OF $0.018 PER SHARE
- MERGER IS EXPECTED TO DELIVER ANNUALISED PRO-FORMA COST SAVINGS OF AT LEAST $50M WHICH WILL BE FULLY IMPLEMENTED OVER TWO YEARS
