MERGERS AND ACQUISITIONS – AUSTRALIA

Antony Catalano in dramatic bid to scupper Nine, Fairfax merger

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Original article by John McDuling, Jennifer Duke
The Sydney Morning Herald – Page: Online : 19-Nov-18

Domain’s former CEO Antony Catalano has asked Fairfax Media chairman Nick Falloon to adjoin the 19 November shareholders’ vote on the proposed merger with Nine Entertainment Company. The scrip component of Nine’s offer is 0.3627 per share; Catalano says this means it is a "terrible deal" given that Fairfax is trading at $0.61 per share, compared with $0.94 when the deal was announced. Catalano has also told Falloon that he may seek to buy up to 19.9 per cent of Fairfax shares at above market prices in order to block the deal. He holds stakes of about one per cent in both Fairfax and Domain.

CORPORATES
FAIRFAX MEDIA LIMITED – ASX FXJ, NINE ENTERTAINMENT COMPANY HOLDINGS LIMITED – ASX NEC, DOMAIN HOLDINGS AUSTRALIA LIMITED – ASX DHA, THORNEY INVESTMENT GROUP AUSTRALIA PTY LTD

Consolidation frenzy grips gold industry

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Original article by Brad Thompson
The Australian Financial Review – Page: 19 : 15-Nov-18

Further consolidation among Australian gold producers is expected following Silver Lake Resources’ deal to acquire Doray Minerals. Other activity in the sector includes Ramelius Resources’ bid for Explaurum and Northern Star Resources’ offer to buy out its partners in the East Kundana project. Meanwhile, Newcrest Mining CEO Sandeep Biswas says the company would be open to selling the Telfer gold mine at the right price.

CORPORATES
SILVER LAKE RESOURCES LIMITED – ASX SLR, DORAY MINERALS LIMITED – ASX DRM, RAMELIUS RESOURCES LIMITED – ASX RMS, EXPLAURUM LIMITED – ASX EXU, NORTHERN STAR RESOURCES LIMITED – ASX NST, NEWCREST MINING LIMITED – ASX NCM, TRIBUNE RESOURCES LIMITED – ASX TBR, RAND MINING LIMITED – ASX RND, AUSTRALIA. TAKEOVERS PANEL

Fairfax within reach as Nine sticks to script

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Original article by Lilly Vitorovich
The Australian – Page: 17 & 21 : 15-Nov-18

Shareholders at Nine Entertainment Company’s AGM have been told that it will be better placed to compete with digital giants for advertising revenue if the merger with Fairfax Media proceeds. Nine chairman Peter Costello and CEO Hugh Marks expect Fairfax shareholders to approve the deal on 19 November, saying the feedback from Fairfax directors and investors has been positive. Costello has also stressed that Nine will retain all of Fairfax’s brands. Meanwhile, Nine has advised that it still expects 2018-19 earnings to be within the range of $280m to $300m.

CORPORATES
NINE ENTERTAINMENT COMPANY HOLDINGS LIMITED – ASX NEC, FAIRFAX MEDIA LIMITED – ASX FXJ, DOMAIN HOLDINGS AUSTRALIA LIMITED – ASX DHA, STAN ENTERTAINMENT PTY LTD, MACQUARIE MEDIA LIMITED – ASX MRN, AUSTRALIAN COMPETITION AND CONSUMER COMMISSION, SEVEN WEST MEDIA LIMITED – ASX SWM, NEWS CORP AUSTRALIA PTY LTD, NEWS CORPORATION – ASX NWS, OWNERSHIP MATTERS PTY LTD, CGI GLASS LEWIS PTY LTD, INSTITUTIONAL SHAREHOLDER SERVICES INCORPORATED, AUSTRALIAN SHAREHOLDERS’ ASSOCIATION, CITIGROUP PTY LTD, NETFLIX INCORPORATED, GOOGLE INCORPORATED, FACEBOOK INCORPORATED

Nine-Fairfax deal has investor support

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Original article by Max Mason
The Australian Financial Review – Page: 34 : 12-Nov-18

Fairfax Media’s merger with Nine Entertainment Company will require the support of at least 75 per cent of votes cast at the newspaper publisher’s meeting of shareholders on 19 November. The Australian Council of Superannuation Investors and leading proxy advisors are said to support the merger, although the proposed deal has been criticised by the Media, Entertainment & Arts Alliance. The merger is also subject to approval by the Federal Court.

CORPORATES
NINE ENTERTAINMENT COMPANY HOLDINGS LIMITED – ASX NEC, FAIRFAX MEDIA LIMITED – ASX FXJ, DOMAIN HOLDINGS AUSTRALIA LIMITED – ASX DHA, STAN ENTERTAINMENT PTY LTD, AUSTRALIAN INSTITUTE OF SUPERANNUATION TRUSTEES, MEDIA, ENTERTAINMENT AND ARTS ALLIANCE, CGI GLASS LEWIS PTY LTD, OWNERSHIP MATTERS PTY LTD, INSTITUTIONAL SHAREHOLDER SERVICES INCORPORATED, MARTIN CURRIE INVESTMENT MANAGEMENT LIMITED, AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, FEDERAL COURT OF AUSTRALIA

Worley bulks up in $4.6bn US expansion

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Original article by Matt Chambers
The Australian – Page: 16 & 28 : 23-Oct-18

WorleyParsons will acquire the resources arms of US engineering firm Jacobs in a transaction valued at $4.6 billion. WorleyParsons CEO Andrew Wood says the deal, which is hoped to be completed in the first half of 2019, will create the world’s biggest provider of professional engineering services to the mining, oil and gas sectors. The transaction will see Jacobs acquire a stake of around 11 per cent in WorleyParsons, while Wood says he does not expect the deal to result in any major job losses across the two businesses.

CORPORATES
WORLEYPARSONS LIMITED – ASX WOR, JACOBS ENGINEERING GROUP INCORPORATED, DAR GROUP

Warburton looks for next challenge

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Original article by Max Mason
The Australian Financial Review – Page: 20 : 19-Oct-18

APN Outdoor Group will be delisted after the Federal Court approved the scheme of arrangement for its $1.2bn acquisition by JCDecaux. James Warburton has resigned as CEO APN Outdoor after 10 months in the role, and he will leave the outdoor advertising group on 31 October. He intends to seek another executive role, and says he has already received several approaches. APN Outdoor shareholders will receive $6.70 per share, including a special dividend of $0.30 per share.

CORPORATES
APN OUTDOOR GROUP LIMITED – ASX APO, JC DECAUX SA, OOH!MEDIA LIMITED – ASX OML, ADSHEL PTY LTD, HT&E LIMITED – ASX HT1, FEDERAL COURT OF AUSTRALIA, SYDNEY TRAINS, NEW SOUTH WALES. ROADS AND MARITIME SERVICES, TRANSPORT FOR BRISBANE, SYDNEY AIRPORT – ASX SYD

Fairfax’s Falloon keeps faith in Nine deal

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Original article by Lilly Vitorovich
The Australian – Page: 19 : 16-Oct-18

Shares in Nine Entertainment Company fell 12.4 per cent to $1.84 on 12 October. Citigroup analysts say this has eliminated the merger premium for Fairfax shareholders, and they have questioned whether the deal will proceed under the agreed terms. However, Fairfax chairman Nick Falloon says the merger is still "compelling", while Fraser McLeish of MST Marquee believes that the merger is in the best interests of Fairfax shareholders.

CORPORATES
NINE ENTERTAINMENT COMPANY HOLDINGS LIMITED – ASX NEC, FAIRFAX MEDIA LIMITED – ASX FXJ, CITIGROUP PTY LTD, MST MARQUEE, DOMAIN HOLDINGS AUSTRALIA LIMITED – ASX DHA, MEDIA, ENTERTAINMENT AND ARTS ALLIANCE

Nine, Fairfax cuts won’t hit newsrooms

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Original article by Max Mason
The Australian Financial Review – Page: 27 : 15-Oct-18

Grant Samuel & Associates has deemed Fairfax Media’s proposed merger with Nine Entertainment Company to be in the best interests of the newspaper publisher’s shareholders. The scheme booklet for the merger indicates that the deal is expected to generate cost synergies of about $50m a year, primarily by combining the sales teams and back-office functions, and by using shared technology platforms. The scheme booklet has emphasised that there are no plans to combine the Fairfax and Nine newsrooms or retrench journalists. However, it concedes that job losses in other areas are likely.

CORPORATES
FAIRFAX MEDIA LIMITED – ASX FXJ, NINE ENTERTAINMENT COMPANY HOLDINGS LIMITED – ASX NEC, GRANT SAMUEL AND ASSOCIATES PTY LTD, STAN ENTERTAINMENT PTY LTD, DOMAIN HOLDINGS AUSTRALIA LIMITED – ASX DHA

At long last, Gina Rinehart’s Hancock Prospecting claims win in Atlas Iron takeover saga

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Original article by Stuart McKinnon
The West Australian – Page: Online : 10-Oct-18

Hancock Prospecting has gained acceptances for more than 90 per cent of Atlas Iron’s shares, allowing it to move to the compulsory acquisition stage of its takeover bid. Hancock had initially offered $0.042 per share for Atlas, valuing its bid at $390m, before subsequently increasing it to $427m. Atlas’s assets include the Mt Webber iron ore mine, while Hancock has a controlling stake in the Roy Hill iron ore mine and a 50 per cent stake in the Hope Downs project.

CORPORATES
ATLAS IRON LIMITED – ASX AGO, HANCOCK PROSPECTING PTY LTD, FORTESCUE METALS GROUP LIMITED – ASX FMG, MINERAL RESOURCES LIMITED – ASX MIN

Bidders are swinging hard for assets in M&A frenzy

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Original article by Joyce Moullakis
The Australian Financial Review – Page: 17 : 10-Oct-18

Data from Dealogic shows that some $US88bn ($124bn) worth of mergers and acquisitions have been announced in Australia so far in 2018. This compares with $US89.3bn for the whole of 2017. Bankers and lawyers expect M&A activity to remain strong, with cashed-up local private equity firms competing with foreign players. Recently announced M&A transactions include KKR’s bid for MYOB and Affinity Equity Partners’ deal to buy Scottish Pacific Group.

CORPORATES
DEALOGIC (AUSTRALIA) PTY LTD, KKR AND COMPANY LP, MYOB GROUP LIMITED – ASX MYO, AFFINITY EQUITY PARTNERS (AUSTRALIA) PTY LTD, SCOTTISH PACIFIC GROUP LIMITED – ASX SCO, PACIFIC EQUITY PARTNERS PTY LTD, LIFEHEALTHCARE GROUP LIMITED, NEXTDC LIMITED – ASX NXT, ASIA PACIFIC DATA CENTRE GROUP – ASX AJD, APA GROUP – ASX APA, CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED, AUSTRALIA. FOREIGN INVESTMENT REVIEW BOARD, TRANSURBAN GROUP LIMITED – ASX TCL, WESTCONNEX, WESTFIELD CORPORATION, MINTER ELLISON, SIRTEX MEDICAL LIMITED, CDH INVESTMENTS FUND MANAGEMENT COMPANY, GREENHILL AND COMPANY, NM ROTHSCHILD AUSTRALIA HOLDINGS PTY LTD, WESFARMERS LIMITED – ASX WES, UBS HOLDINGS PTY LTD, MORGAN STANLEY AUSTRALIA LIMITED, MACQUARIE CAPITAL PTY LTD