Response to media reports
19 November 2018:
Fairfax Media Limited (ASX:FXJ) (“Fairfax”) advises shareholders
that the company received a letter from Antony Catalano late on Sunday, 18 November 2018,
which Mr Catalano released to the media on Sunday evening and which has been referenced in
overnight press reports.
The letter contains no actual proposal that could be considered by Fairfax shareholders as an
alternative to the proposed scheme of arrangement with Nine Entertainment Co Holdings Limited
(ASX:NEC) (“Nine”) (“Scheme”).
Accordingly the Fairfax board, which met this morning, will proceed with the Federal Court
ordered shareholders’ meeting to consider the Scheme at 10.00am this morning, and continues
to unanimously recommend that shareholders vote in favour of the Scheme.
The letter from Mr Catalano does not constitute a Superior Proposal under the terms of the
Scheme Implementation Agreement between Fairfax and Nine, and therefore the Fairfax board is
unable to consider it in any event.
The Fairfax Board believes that the value and strategic opportunities offered by the Scheme
reflect a compelling proposition for Fairfax Shareholders.
The Scheme brings together two largely complementary businesses to create a diversified
portfolio of media assets, comprising Fairfax’s mastheads, Nine’s FTA TV network, high-growth
digital businesses including Domain, Stan and 9Now, as well as radio interests through
Macquarie Media. The at-scale creation of content and access to audiences, premium brands
and data across this portfolio are expected to underpin the Combined Group’s ability to compete
in the changing media market and deliver value for shareholders.
The Scheme Consideration comprises both scrip and cash components and if the Scheme is
Implemented, Fairfax Shareholders will own approximately 48.9% of the Combined Group. The
Fairfax Board considered the significant scrip component to be particularly compelling as it
provides Fairfax Shareholders with the opportunity to participate in the benefits expected to be
unlocked from the Combined Group’s combination of assets and strategic opportunities available
to it.