Merger of Nine Entertainment and Fairfax Media

26 July 2018:
Nine Entertainment Co. Holdings Limited (Nine) (ASX:NEC) and Fairfax Media Limited (Fairfax) (ASX:FXJ) are pleased to announce that the companies have entered into a Scheme Implementation Agreement under which the companies will merge to establish Nine as one of Australia’s leading independent media companies (Proposed Transaction). The Proposed Transaction will, subject to required approvals, be implemented by Nine acquiring all Fairfax shares under a Scheme of Arrangement (Scheme). 

Following completion of the Proposed Transaction, Nine shareholders will own 51.1% of the combined entity with Fairfax shareholders owning the remaining 48.9%. The combined business will be led by Nine’s current Chief Executive Officer, Hugh Marks. Three current Fairfax Directors will be invited to join the Board of the combined business, which will be chaired by Nine Chairman, Peter Costello and include two further current Nine directors. 

The combined business will include Nine’s free-to-air television network, a portfolio of high growth digital businesses, including Domain, Stan and 9Now, as well as Fairfax’s mastheads and radio interests through Macquarie Media. 

Under the Proposed Transaction, Fairfax shareholders will receive consideration comprising: 

  •  0.3627 Nine shares for each Fairfax share held (Scrip Consideration
  •  $0.025 cash consideration per Fairfax Share (Cash Consideration

together, Aggregate Consideration

The Aggregate Consideration implies a: 

  • 21.9% premium to Fairfax’s closing price on 25 July 2018 of $0.770
  • 22.6% premium to Fairfax’s one month VWAP to 25 July 2018 of $0.766 

The Directors of Fairfax will unanimously recommend that Fairfax shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an independent expert concluding that the Proposed Transaction is in the best interest of Fairfax shareholders. 

Commenting on the Proposed Transaction, Nine’s Chairman Peter Costello said: “Both Nine and Fairfax have played an important role in shaping the Australian media landscape over many years. The combination of our businesses and our people best positions us to deliver new opportunities and innovations for our shareholders, staff and all Australians in the years ahead.” 

Fairfax’s Chairman Nick Falloon commented: “The Fairfax Board has carefully considered the Proposed Transaction and believes it represents compelling value for Fairfax shareholders. The structure of the Proposed Transaction provides an exciting opportunity for our shareholders to maintain their exposure to Fairfax’s growing businesses whilst also participating in the combination benefits with Nine.” 

The merger is expected to deliver annualised pro-forma cost savings of at least $50m which will be fully implemented over two years. The Proposed Transaction, on a pro forma basis, reflecting the full benefit of the cost savings, is expected to be earnings per share neutral for Nine shareholders, prior to any consolidation adjustments. 

Importantly, the combination unlocks the potential for significant value creation by combining the content, brands, audience reach and data across the respective businesses, including majority owned group companies Domain and Macquarie Media. After completing the Proposed Transaction, Nine will review the scope and breadth of the combined business, to align with its strategic objectives and its digital future. 

Nine Chief Executive Officer Hugh Marks commented: “Nine’s strong operating momentum has allowed us to invest in the future of our business through each of 9Now, Digital Publishing and of course, Stan. This merger with Fairfax will add another dimension, creating a unique, all-platform, media business that will reach more than half of Australia each day through television, online, print and radio. 

For our audiences and employees, this means we will continue to be able to invest in premium local content across news, sport, entertainment and lifestyle. For our agency partners and advertisers, we will provide an expanded marketing platform with even greater advertising solutions underpinned by a significantly enhanced data proposition. For our shareholders, the merged business will generate an increasing percentage of its earnings from high growth digital businesses that provide a compelling opportunity to generate both incremental value and cash flow into the future.” 

Fairfax Chief Executive Officer Greg Hywood said: “The Proposed Transaction for Fairfax reflects the success of Fairfax’s transformation strategy which has created value for shareholders through targeted investment in high growth businesses, such as Domain and Stan, and prudent management of our media assets. The combination with Nine provides an exciting opportunity to continue to drive incremental value well into the future.” 

“We are confident that the strength of the combined management team and staff will ensure the continuation of our quality journalism.” 

For the year to June 2018, Nine is expecting to report Group EBITDA at the upper end of the previously announced range of $250-260m, and to declare a second half dividend of $0.05 per share, fully franked. Fairfax is expecting to report Group operating EBITDA of $272–275m which is in line with analysts’ consensus, and to declare a second half dividend of $0.018 per share (franked at $0.0083 per share). In both cases, these declared dividends will not be affected by the Proposed Transaction. 

Scheme Implementation Agreement (SIA) 

Fairfax and Nine have entered into the attached SIA, which contains the customary terms and conditions on which Fairfax and Nine will now implement the merger. The SIA includes a number of customary clauses, and is subject to conditions precedent including Fairfax Shareholder approval, court approval and no regulatory intervention. 

Timetable and next steps 

Fairfax shareholders do not need to take any action in relation to the Proposed Transaction at this stage. A Scheme Booklet containing information in relation to the Proposed Transaction, reasons for the Fairfax Directors’ recommendation, an Independent Expert’s Report and details of the Scheme will be sent to shareholders in the coming weeks. 

It is anticipated that the Proposed Transaction will complete before the end of this calendar year. 

Nine is being advised by Jefferies as financial adviser, and Ashurst as legal counsel. 

Fairfax is being advised by Macquarie Capital as financial adviser, and King & Wood Mallesons as legal counsel.

Analyst/Investor Call 

Hugh Marks, CEO of Nine and Greg Hywood, CEO of Fairfax will host a teleconference for analysts and investors at 10am Eastern Standard Time to discuss the merger. 

Dial-in: 

Australian local number 02 9007 3187
Australian toll free 1 800 558 698
New Zealand toll free 0800 453 055
US 855 881 1339
UK 0800 051 8245
Singapore 800 101 2785
Hong Kong 800 966 806 

Conference ID: 315565 

A recording will be available after completion of the call. 

Dial-in:
Australia 1800 265 784
New Zealand 0800 886 078
US 1855 883 1031
UK 0800 031 4295
Singapore 800 101 3223
Hong Kong 800 930 639 

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