Barring unforeseen circumstances the $2.98 billion privatisation of APN News and Media is a dead duck after Perpetual confirmed it would be voting against the proposal at Friday’s shareholders meeting.
The decision, revealed in a statement to the market, followed media reports over the weekend and a plaintive demand by APN that ASIC force Perpetual to reveal itself.
Perhaps they were hoping to embarrass Perpetual; such was the slightly aggrieved tone of the statement.
“APN News & Media has requested the corporations’ watchdog ask shareholder and funds manager Perpetual to clarify its stance in regard to a proposed $3 billion takeover of the media group.
“In view of weekend media speculation that Perpetual would vote against the proposed scheme of arrangement, APN News & Media last night requested the Australian Securities & Investments Commission to ask Perpetual to publicly clarify its position immediately,” APN said.
Perpetual replied (it took two goes, the second a small clarification):
“As previously advised the Perpetual group manages shares in APN on behalf of various funds.
“Perpetual advises that, provided there is no material change in circumstances, its current intention is to vote against the proposed scheme of arrangement for APN.
“Perpetual is currently entitled to vote in respect of approximately 11.7 per cent of the shares in APN.”
That’s lower than the previously disclosed stake in APN of 13.3 per cent.
With Maple Brown Abbott said to be voting its 7.5 per cent holding against the buyout and Australian Foundation Investment Co, its 1.5 per cent, the proposal to take APN private by major shareholder, Tony O’Reilly and his Independent News and Media Group, is a dead duck.
As well, Argo Investments from Adelaide is another big holder opposed to the bid.
Independent News & Media, together with its US buyout partners Providence Equity Partners and Carlyle Group offered a ‘final;’ $6.20 a share, up from $6.10 at the end of the first attempt.
The new deal values APN at $2.98 billion, or $3.8 billion with including existing debt.
APN shares fell 24c to a day’s low of $5.74 before recovering a little to trade and then falling to close at$5.78, still a long way from the $6.20 offer price and a sign the market thinks the bid is not a goer.
APN publishes the New Zealand Herald, NZ’s biggest-selling daily, and other titles across the Tasman as well as radio stations.
Here it has a similar look with regional newspaper titles, especially in Queensland and radio stations (the company’s 125 radio stations are owned with Clear Channel of the US which itself is being bought out by private equity).
Proxies for the scheme of arrangement to be voted on at Friday’s meeting, have to be cast by later today (Tuesday) so the board will have a very good idea just by how much the proposal will be defeated.
That means Perpetual, Maple Brown and AFIC’s combined stake of around 20 per cent, is really equal to around a third of the outstanding shares.
That’s because the company’s major shareholder, Independent News & Media, cannot vote its 40 per cent stake in APN at Friday’s meeting.
INM needs 75 per cent of the company’s shares able to vote, to be cast in favour of the offer.
