News: OML APN Outdoor Group and oOh!media to merge

Dec 14 (Reuters) - APN Outdoor Group Ltd (APO) and oOh!media Ltd (OML) :

• Apn Outdoor and oOh!media to merge
• Apn Outdoor Group and oOh!media to merge, creating a leading, diversified media group
• An all-share ('scrip') transaction, where oOh!media shareholders will receive 0.83 APN Outdoor shares for each oOh!media share held
• Transaction will create group with a pro forma market capitalisation of approximately $1.6 billion
• oOh!media's board of directors unanimously recommends that ooh!media shareholders vote in favour of scheme
• Directors of APN Outdoor and oOh!media unanimously agree that transaction is in best interests of their respective shareholder groups
• On completion of transaction, existing apn outdoor and ooh!media shareholders will own 55% and 45% respectively of merged group
• Merger is forecast to achieve cost synergies of at least $20 million per annum
• Transaction is expected to deliver fy16 pro forma eps accretion of 14.7% and 14.2% respectively to existing Apn Outdoor and oOh!media shareholders
• Enhanced financial scale and balance sheet strength, with estimated december 2016 pro forma net debt/fy16 pro forma ebitda of 1.2x.4
• Merged group fy16 pro forma ebitda of $171 million
• Doug Flynn will be appointed as merged group's chairman, Brendon Cook as merged group's CEO and managing director, and Wayne Castle as CFO
• APN and oOh!meedia agreed cos will cap final dividends for (fy16) at 12.5 cents and 10.0 cents per share respectively
• Highbury Partnership and Macquarie Capital are acting as financial advisers to oOh!media
• Cadence advisory and UBS are acting as financial advisers to apn outdoor