Fairfax Shareholders Approve Scheme of Arrangement for Merger with Nine
19 November 2018:
Fairfax Media Limited [ASX:FXJ] (Fairfax) is pleased to announce
that Fairfax shareholders today approved the proposal by Nine Entertainment Co. Holdings
Limited [ASX:NEC] (Nine) to acquire 100% of the issued capital of Fairfax by way of a scheme of
arrangement (Scheme).
Results of the Scheme Meeting
In accordance with ASX Listing Rule 3.13.2, Fairfax advises that the resolution to approve the
Scheme, as set out in the Notice of Scheme Meeting attached to the Scheme Booklet dated 12
October 2018, was passed by the requisite majorities of Fairfax shareholders at the meeting held
earlier today pursuant to orders made by the Federal Court of Australia (Court) on 12 October
2018 (Scheme Meeting).
Fairfax Chairman Nick Falloon said: “Fairfax shareholders have voted overwhelmingly in favour of
the proposed Nine merger. Our shareholders clearly see the potential of maintaining their
shareholding in Fairfax’s growing businesses while participating in the combination benefits with
Nine. We believe the merged businesses will deliver a stronger, digitally-focused media
organisation with a compelling multi-platform audience reach. Thank you to everyone at Fairfax
who has worked so hard to put our company in this strong position.”
Fairfax Chief Executive Officer Greg Hywood said: “Today is a momentous day for Fairfax Media.
The company is entering the next phase in its more than century-long development. Our
businesses and our journalism are well positioned to continue to be the most compelling voices
for the years ahead. The combined group’s increased scale of audiences and marketing
platforms will drive value-creation and deliver long-term benefits to shareholders.”
In summary:
- 81.49% of Fairfax shareholders present at the Scheme Meeting (in person or by proxy)
voted in favour of the resolution; and
- 88.60% of the votes cast by Fairfax shareholders present at the Scheme Meeting (in
person or by proxy) were in favour of the resolution.
Details of the valid proxies received and votes cast, as required by section 251AA of the
Corporations Act 2001 (Cth), are set out in the attached voting summary.
Second court hearing
Fairfax will now seek orders from the Court for approval of the Scheme at a hearing scheduled for
Tuesday 27 November 2018. If the Scheme is approved by the Court, Fairfax proposes to lodge
the orders of the Court with the Australian Securities and Investments Commission on
Wednesday, 28 November 2018 and the Scheme will become effective on that date.
Fairfax shares will then be suspended from trading on ASX from the close of trading on
Wednesday 28 November 2018.
Further information
If Fairfax shareholders have any questions or require further information in relation to the Scheme
or the Scheme Booklet, they should call the Shareholder Information Line on 1800 072 766
(callers within Australia) or +61 1800 072 766 (callers outside Australia) on Monday to Friday
between 8:30am and 5:30pm (AEDT).