Nine Entertainment Co takeover of Fairfax Media approved by court
The Federal Court has approved Nine Entertainment Co's takeover of Fairfax Media, despite opposition to the $3 billion deal from former Domain boss Antony Catalano and Aurora Funds Management.
At a hearing on Tuesday morning, shareholders were given an opportunity to oppose the scheme of arrangement to join the two media companies. Mr Catalano and Aurora submitted separate notices of appearance.
One of the points of frustration for Mr Catalano was a decision by Fairfax not to delay a shareholder vote about the scheme on Monday last week. (Fairfax is the owner of this website and owns 59 per cent of real estate listings platform Domain.)
The Sunday before, Mr Catalano made an 11th-hour offer to buy up to 19.9 per cent of the company's shares and sell non-core assets. He sought the vote delay to allow investors to consider his proposal, contained in a letter to Fairfax chairman Nick Falloon.
Mr Catalano holds about 1 per cent of Fairfax and Domain shares, while Aurora holds less than 1 per cent. Mr Catalano, who did not appear at Tuesday's hearing in person, has the right to appeal until December 7. Speaking after the court's decision, he said he was considering his options.
Mr Falloon told shareholders ahead of the vote that Mr Catalano's letter “contains no actual proposal that could be considered by Fairfax shareholders as an alternative” to the scheme of arrangement with Nine, and continued with the vote.
More than 81 per cent of Fairfax shareholders voted in favour of the deal, which was earlier approved by the competition regulator.
With the scheme going ahead, Nine shareholders are set to hold 51.1 per cent of the combined company, with Fairfax shareholders owning the remaining 48.9 per cent. Fairfax shareholders will get 0.3627 Nine shares and $0.025 cash for each share they hold.
Nine will control Fairfax's mastheads including The Sydney Morning Herald and The Age, radio interests in Macquarie Media (owner of talkback stations 2GB and 3AW), the remaining 50 per cent of video streaming platform Stan and Fairfax's stake in Domain.
Fairfax shares were trading 0.3¢ lower at 63.2¢ just after lunch, while Nine shares were down 0.8¢ at $1.692.
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