Unsolicited non-binding indicative proposal from TPG Consortium
8 May 2017:
Fairfax Media Limited (Fairfax or Company) (ASX:FXJ) on the
evening of Friday, 5 May 2017 received an unsolicited, preliminary, non-binding indication
of interest from a consortium including TPG Group (TPG) and Ontario Teachers’ Pension
Plan Board (together with its affiliates, OTTP) (collectively, the TPG Consortium) to acquire
Fairfax for a combination of cash and scrip consideration in a newly listed vehicle
(Indicative Proposal).
The effect of the Indicative Proposal, if implemented, would be for the TPG Consortium to
acquire Domain, Australian Metro Media, Events and Digital Ventures (excluding Stan) for
cash consideration of $0.95 per share; while existing Fairfax shareholders would retain
100% of Australian Community Media, New Zealand Publishing, and shareholdings in
Macquarie Media Limited and Stan, through a distribution to them of scrip in a listed vehicle
containing those businesses and the existing Fairfax net indebtedness.
The key terms of this Indicative Proposal are summarised in Appendix A of this
announcement.
The Indicative Proposal is subject to a number of conditions, including due diligence,
shareholder approval at the Fairfax scheme meetings which would be required to implement
the Indicative Proposal, and obtaining requisite regulatory approvals, including Foreign
Investment Review Board (FIRB) approval.
The Fairfax Board of Directors is reviewing the Indicative Proposal. The Fairfax Board notes
that there is no certainty that the Indicative Proposal is capable of being implemented given
the complexity involved in splitting the businesses. This proposed split of businesses may
not optimise shareholder value.
Fairfax shareholders do not need to take any action in response to the Indicative Proposal
and the Fairfax Board will update shareholders when it has been fully assessed.
There is no certainty the Indicative Proposal will result in an offer for Fairfax, what the terms
of any offer would be, or whether there will be a recommendation by the Fairfax Board.
Regardless of any potential proposal, the Fairfax Board believes that Fairfax has a very
attractive future and that the Company is well positioned to continue to deliver shareholder
value. Fairfax is continuing to progress the announced potential separation of Domain
Group.
Macquarie Capital and Herbert Smith Freehills are advising Fairfax.