News of the mega-merger went live yesterday, with the companies issuing a joint statement to announce that they have entered into a Scheme Implementation Agreement.
The agreement, subject to conditions precedent including Fairfax Shareholder approval, court approval and no regulatory intervention, will see the two parties merge under the one entity, with Fairfax taking on Nine’s namesake.
“Following completion of the Proposed Transaction, Nine shareholders will own 51.1 per cent of the combined entity with Fairfax shareholders owning the remaining 48.9 per cent,” the joint statement said.
“The combined business will be led by Nine’s current chief executive officer, Hugh Marks. Three current Fairfax directors will be invited to join the board of the combined business, which will be chaired by Nine chairman, Peter Costello and include two further current Nine directors.
“The combined business will include Nine’s free-to-air television network, a portfolio of high-growth digital businesses, including Domain, Stan and 9Now, as well as Fairfax’s mastheads and radio interests through Macquarie Media.”
Commenting on the significance of the transaction, KWM parnter Tim Bednall said: “The proposed transaction illustrated our cross-practice expertise, and we are delighted to have the opportunity to work with Fairfax on this landmark transaction.”
Mr Bednall and fellow partner Sharon Henrick led the transaction on behalf of Fairfax, with assistance from partner David Friedlander, and senior associates Anthony Boogert and Chris Kok.
Fairfax chairman Nick Falloon said the decision to merge with Nine was made after careful consideration and “represents compelling value for Fairfax shareholders”.
“The structure of the proposed transaction provides an exciting opportunity for our shareholders to maintain their exposure to Fairfax’s growing businesses whilst also participating in the combination benefits with Nine,” Mr Falloon said.
Nine CEO Hugh Marks offered a similar sentiment.
“Nine’s strong operating momentum has allowed us to invest in the future of our business through each of 9Now, Digital Publishing and of course, Stan,” he said.
“This merger with Fairfax will add another dimension, creating a unique, all-platform, media business that will reach more than half of Australia each day through television, online, print and radio.”
The merger is expected to be complete by the end of this year.