NEC 3.10% $1.10 nine entertainment co. holdings limited

News: NEC Fairfax Media Announces Merger Of Nine Entertainment And Fairfax Media

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    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
 
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