SONS OF MURDOCH-PACKER CARVE UP AUSSIE MEDIA
January 22nd 2008 08:26
SONS-OF-MURDOCH-PACKER DEAL: AUSTRALIAN MEDIA SECTOR SNAPPED OUT OF HOLIDAY TORPOR BY HISTORICAL ANNOUNCEMENT
The Australian media sector was shaken out of its long Christmas holiday slumber early yesterday afternoon when Rupert Murdoch’s flagship newspaper The Australian announced on its website that the sons of Australia’s two most powerful tycoons, James Packer son of the late Kerry Packer and Lachlan Murdoch, son of Rupert, were proposing a deal to buy/sell Australia’s largest media company, Consolidated Press Holdings.
Today the news dominates major Australian papers and has also been widely published internationally.
The Australian reports today that, “Lachlan Murdoch is set to make a dramatic return to the Australian media sector as part of a $3.3 billion joint deal with James Packer to privatise Consolidated Media Holdings, signalling a new high in relations between the Packer and Murdoch families.
“The proposal - exclusively revealed on www.theaustralian.com.au early yesterday afternoon - heralds a shake-up of the media landscape. The deal involves a consortium headed by Mr Murdoch's private company, Illyria, joining forces with the Packer family's main investment vehicle, Consolidated Press Holdings.
“If it is approved, Mr Murdoch will become the newly privatised vehicle's executive chairman.
“This means he will oversee some of Australia's premium media assets that Consolidated Media Holdings currently has stakes in, including Foxtel, Fox Sports and PBL Media (which owns the one-time Packer family Nine Network and ACP Magazines, among other assets).
“In an interview with The Australian last night, Mr Murdoch, the eldest son of Rupert Murdoch, chairman of News Corporation, owner of The Australian, said the planned deal was entirely his own: ‘This is completely my own transaction. This is nothing to do with News Limited, or for that matter, News Corporation.’”
SONS-OF-MURDOCH-PACKER DEAL: CONSOLIDATED PRESS’S OFFICIAL ASX STATEMENT
Consolidated Media Holdings yesterday informed the Australian Securities Exchange about the Packer-Murdoch deal 45 minutes before close of trading.
Here is a slightly edited version of the official statement:
Consolidated Media Holdings Ltd said it received a non-binding indicative proposal yesterday from its major shareholder Consolidated Press Holdings Ltd and from Lachlan Murdoch’s private company, Illyria Pty Ltd, to acquire 100 percent of the company.
The proposal, initiated by Illyria, involves Illyria and its equity partners forming a 50/50
joint venture with Conspress to acquire all of the shares in Consolidated media and the consortium has requested that the proposal be implemented through a scheme of arrangement in Consolidated Media.
Although Conspress has advised that it has given its support to the proposal, Consolidated Media has been advised that Conspress has not yet reached final agreement with Illyria to the terms of the consortium.
Under the proposal, the consortium states that:
“The consideration per share would be provided as follows:
• A fixed cash amount of $4.06; and
• A variable cash amount which will be equivalent to the VWAP of Seek shares determined over the 5 days up to and including the date when CMH shareholders meet to approve the scheme. The CMH shareholders will not receive the variable cash amount for their shares; rather it will be applied as the purchase price for 0.1116 Seek shares that will be transferred to them under the scheme of arrangement for each CMH share they hold.
Based (on) the closing price of Seek shares on 18 January, the Indicative
Proposal implies consideration of $4.80 for each CMH share.”
The consortium has also stated that this is the final price for the joint venture proposal and that it will be adjusted to take account of any pre-completion dividends or distributions.
The proposal also includes a facility under which Consolidated Media shareholders would be able to elect to receive a greater proportion of their consideration in cash or SEEK shares.
The actual mix for those shareholders who make such an election would depend on the elections of all shareholders as the total SEEK share consideration will be fixed at 76,968,490 SEEK shares and the total of the fixed cash component of the consideration will be fixed at $2.8 billion.
The Proposal is indicative only.
Although the proposal is highly conditional, the Consolidated Media considers that, as it involves Conspress (its major shareholder), early disclosure to ASX of the approach is warranted in the interests of good corporate governance and to keep the market and its shareholders informed.
Conspress has advised Consolidated Media that it will seek to agree the terms of the arrangements with Illyria as soon as practicable. In that context, Conspress has indicated that it will seek to obtain relief from ASIC on acceptable terms to allow the joint bid to proceed without a condition requiring Conspress to dispose of its Consolidated Media shares in the event of an unmatched higher offer from a third party.
The Consolidated Media board met yesterday to commence consideration of the proposal. The Conspress nominees on the board of Consolidated Media, James Packer (executive deputy chair), Ashok Jacob and Michael Johnston have declared their interests and have stepped aside from the board’s consideration of the proposal. Further, until the proposal has been fully considered, James Packer has relinquished the deputy chairman position and Richard Turner has been appointed in his place.
To assist in the evaluation of the Proposal on behalf of Consolidated Media shareholders, a subcommittee of the independent members of the board has been established. It will be chaired by r Richard Turner and its other members are Chris Corrigan and Geoff Dixon.
UBS has been appointed financial adviser to Consolidated Media and Minter Ellison as legal adviser to advise the sub-committee in evaluating the proposal.
SONS-OF-MURDOCH-PACKER DEAL: CONSOLIDATED MEDIA DEAL IS…..BUSINESS SPECTATOR NOT QUITE SURE
Australia’s Business Spectator was so excited yesterday over breaking news of the Packer-Murdoch deal that it ran a story without mentioning actual details of the deal.
During the day it duly reported that trading in the shares of Consolidated Media Holdings Ltd will be halted pending an announcement from the company, according to the Australian Securities Exchange.
No further details were available.
Consolidated Holdings is one of the companies formed from the split of former gaming and media firm Publishing & Broadcasting Ltd.
Business Spectator then reported, “Media industry veteran and advertising guru Harold Mitchell said the deal would be a clever move.”
But there was no mention of exactly what deal Mitchell or Business Spectator was on about.
The Business Spectator item then continued, “This is a very clever move to take advantage of a variable stock market valuation of some valuable assets,’ said Mr Mitchell, who is executive chair of Mitchell Communications Group.
"’Mr Packer and Mr Murdoch know this business backwards and would know the real value.
"’They are strong businesses operating in a market that continues to grow in excess of seven per cent with no current sign of stopping.’
“Mr Mitchell said Mr Murdoch and Mr Packer would work well together.
“A media analyst, who wished to remain anonymous, also said the deal made sense.”
Again Business Spectator failed to explain what deal it was talking about, and continued with the quote from the media analyst, “The deal makes sense because ultimately there's only really a few players who can be involved in any deal like this ... Mr Packer, News Corp in some form and Telstra, because they're the three owners of Foxtel.’”
But this news, tacked onto the end of the Business Spectator article, may have given readers a clue as to what the online news service was actually talking about?
“Separately, speculation is mounting that the company's executive chairman James Packer will form a partnership with former News Corporation executive Lachlan Murdoch to privatise Consolidated Media Holdings, The Australian reports.
“Both Mr Packer and Mr Murdoch were unavailable to comment on the market talk, according to the paper.
“Previously, Mr Murdoch and Mr Packer joined forces in the ill-fated One.Tel, providing financial backing and sitting as board members on the now defunct mobile phone company.
“Consolidated Media owns 25 per cent of the assets previously owned by PBL's media business, including the Nine television network and a number of magazine titles. It also holds a 25 per cent stake in pay-TV provider Foxtel, 27 per cent of employment website Seek and 50 per cent of pay-TV sports programmer Premier media.”
SONS-OF-MURDOCH-PACKER DEAL: NEGOTIATIONS DONE ON A WET WEEKEND OVER SANDWICHES
This is how The Australian today colourfully reports how the historic sons-Packer-and-Murdoch deal came about.
The paper says, “As Sydneysiders tried to avoid being drenched in the wet weekend that had just passed, two men spent Saturday and Sunday in a nondescript building in the inner city suburb of Surry Hills.
“One was Lachlan Murdoch, the other James Packer, and by the end of the weekend they had done a deal worth $3.3 billion to carve up a significant chunk of the Australian media.
“They spent Saturday and Sunday in Murdoch's office in Surry Hills, Packer and his advisers with Murdoch and his. A constant stream of sandwiches, bottles of water and cups of coffee came through the door.
“The deal was only finally clinched about 10pm on Sunday.
“…The idea first came into the mind of 36-year-old Murdoch as he watched before Christmas the demerger of his friend Packer's Publishing & Broadcasting Ltd. PBL was broken up with Packer, 40, divesting himself of 75 percent of his media assets, the centrepiece of which had been the Nine Network. He kept only 25 percent and sold the rest to private equity group CVC.
“Murdoch's Illyria company had been looking for places to invest for the past two years. He liked the old PBL assets because, he says, they did not compete with News, the company started and run by his father, Rupert.
“Just before Christmas, as the demerger was in the headlines and being formally approved by shareholders, Lachlan Murdoch sounded out Packer and found he did not rule out doing some sort of deal for the remaining 25 per cent. Murdoch then set about seeking funding.”
The Australian media sector was shaken out of its long Christmas holiday slumber early yesterday afternoon when Rupert Murdoch’s flagship newspaper The Australian announced on its website that the sons of Australia’s two most powerful tycoons, James Packer son of the late Kerry Packer and Lachlan Murdoch, son of Rupert, were proposing a deal to buy/sell Australia’s largest media company, Consolidated Press Holdings.
Today the news dominates major Australian papers and has also been widely published internationally.
“The proposal - exclusively revealed on www.theaustralian.com.au early yesterday afternoon - heralds a shake-up of the media landscape. The deal involves a consortium headed by Mr Murdoch's private company, Illyria, joining forces with the Packer family's main investment vehicle, Consolidated Press Holdings.
“If it is approved, Mr Murdoch will become the newly privatised vehicle's executive chairman.
“This means he will oversee some of Australia's premium media assets that Consolidated Media Holdings currently has stakes in, including Foxtel, Fox Sports and PBL Media (which owns the one-time Packer family Nine Network and ACP Magazines, among other assets).
“In an interview with The Australian last night, Mr Murdoch, the eldest son of Rupert Murdoch, chairman of News Corporation, owner of The Australian, said the planned deal was entirely his own: ‘This is completely my own transaction. This is nothing to do with News Limited, or for that matter, News Corporation.’”
SONS-OF-MURDOCH-PACKER DEAL: CONSOLIDATED PRESS’S OFFICIAL ASX STATEMENT
Consolidated Media Holdings yesterday informed the Australian Securities Exchange about the Packer-Murdoch deal 45 minutes before close of trading.
Here is a slightly edited version of the official statement:
Consolidated Media Holdings Ltd said it received a non-binding indicative proposal yesterday from its major shareholder Consolidated Press Holdings Ltd and from Lachlan Murdoch’s private company, Illyria Pty Ltd, to acquire 100 percent of the company.
The proposal, initiated by Illyria, involves Illyria and its equity partners forming a 50/50
joint venture with Conspress to acquire all of the shares in Consolidated media and the consortium has requested that the proposal be implemented through a scheme of arrangement in Consolidated Media.
Although Conspress has advised that it has given its support to the proposal, Consolidated Media has been advised that Conspress has not yet reached final agreement with Illyria to the terms of the consortium.
Under the proposal, the consortium states that:
“The consideration per share would be provided as follows:
• A fixed cash amount of $4.06; and
• A variable cash amount which will be equivalent to the VWAP of Seek shares determined over the 5 days up to and including the date when CMH shareholders meet to approve the scheme. The CMH shareholders will not receive the variable cash amount for their shares; rather it will be applied as the purchase price for 0.1116 Seek shares that will be transferred to them under the scheme of arrangement for each CMH share they hold.
Based (on) the closing price of Seek shares on 18 January, the Indicative
Proposal implies consideration of $4.80 for each CMH share.”
The consortium has also stated that this is the final price for the joint venture proposal and that it will be adjusted to take account of any pre-completion dividends or distributions.
The proposal also includes a facility under which Consolidated Media shareholders would be able to elect to receive a greater proportion of their consideration in cash or SEEK shares.
The actual mix for those shareholders who make such an election would depend on the elections of all shareholders as the total SEEK share consideration will be fixed at 76,968,490 SEEK shares and the total of the fixed cash component of the consideration will be fixed at $2.8 billion.
The Proposal is indicative only.
Although the proposal is highly conditional, the Consolidated Media considers that, as it involves Conspress (its major shareholder), early disclosure to ASX of the approach is warranted in the interests of good corporate governance and to keep the market and its shareholders informed.
Conspress has advised Consolidated Media that it will seek to agree the terms of the arrangements with Illyria as soon as practicable. In that context, Conspress has indicated that it will seek to obtain relief from ASIC on acceptable terms to allow the joint bid to proceed without a condition requiring Conspress to dispose of its Consolidated Media shares in the event of an unmatched higher offer from a third party.
The Consolidated Media board met yesterday to commence consideration of the proposal. The Conspress nominees on the board of Consolidated Media, James Packer (executive deputy chair), Ashok Jacob and Michael Johnston have declared their interests and have stepped aside from the board’s consideration of the proposal. Further, until the proposal has been fully considered, James Packer has relinquished the deputy chairman position and Richard Turner has been appointed in his place.
To assist in the evaluation of the Proposal on behalf of Consolidated Media shareholders, a subcommittee of the independent members of the board has been established. It will be chaired by r Richard Turner and its other members are Chris Corrigan and Geoff Dixon.
UBS has been appointed financial adviser to Consolidated Media and Minter Ellison as legal adviser to advise the sub-committee in evaluating the proposal.
SONS-OF-MURDOCH-PACKER DEAL: CONSOLIDATED MEDIA DEAL IS…..BUSINESS SPECTATOR NOT QUITE SURE
Australia’s Business Spectator was so excited yesterday over breaking news of the Packer-Murdoch deal that it ran a story without mentioning actual details of the deal.
During the day it duly reported that trading in the shares of Consolidated Media Holdings Ltd will be halted pending an announcement from the company, according to the Australian Securities Exchange.
No further details were available.
Consolidated Holdings is one of the companies formed from the split of former gaming and media firm Publishing & Broadcasting Ltd.
Business Spectator then reported, “Media industry veteran and advertising guru Harold Mitchell said the deal would be a clever move.”
But there was no mention of exactly what deal Mitchell or Business Spectator was on about.
The Business Spectator item then continued, “This is a very clever move to take advantage of a variable stock market valuation of some valuable assets,’ said Mr Mitchell, who is executive chair of Mitchell Communications Group.
"’Mr Packer and Mr Murdoch know this business backwards and would know the real value.
"’They are strong businesses operating in a market that continues to grow in excess of seven per cent with no current sign of stopping.’
“Mr Mitchell said Mr Murdoch and Mr Packer would work well together.
“A media analyst, who wished to remain anonymous, also said the deal made sense.”
Again Business Spectator failed to explain what deal it was talking about, and continued with the quote from the media analyst, “The deal makes sense because ultimately there's only really a few players who can be involved in any deal like this ... Mr Packer, News Corp in some form and Telstra, because they're the three owners of Foxtel.’”
But this news, tacked onto the end of the Business Spectator article, may have given readers a clue as to what the online news service was actually talking about?
“Separately, speculation is mounting that the company's executive chairman James Packer will form a partnership with former News Corporation executive Lachlan Murdoch to privatise Consolidated Media Holdings, The Australian reports.
“Both Mr Packer and Mr Murdoch were unavailable to comment on the market talk, according to the paper.
“Previously, Mr Murdoch and Mr Packer joined forces in the ill-fated One.Tel, providing financial backing and sitting as board members on the now defunct mobile phone company.
“Consolidated Media owns 25 per cent of the assets previously owned by PBL's media business, including the Nine television network and a number of magazine titles. It also holds a 25 per cent stake in pay-TV provider Foxtel, 27 per cent of employment website Seek and 50 per cent of pay-TV sports programmer Premier media.”
SONS-OF-MURDOCH-PACKER DEAL: NEGOTIATIONS DONE ON A WET WEEKEND OVER SANDWICHES
This is how The Australian today colourfully reports how the historic sons-Packer-and-Murdoch deal came about.
The paper says, “As Sydneysiders tried to avoid being drenched in the wet weekend that had just passed, two men spent Saturday and Sunday in a nondescript building in the inner city suburb of Surry Hills.
“One was Lachlan Murdoch, the other James Packer, and by the end of the weekend they had done a deal worth $3.3 billion to carve up a significant chunk of the Australian media.
“They spent Saturday and Sunday in Murdoch's office in Surry Hills, Packer and his advisers with Murdoch and his. A constant stream of sandwiches, bottles of water and cups of coffee came through the door.
“The deal was only finally clinched about 10pm on Sunday.
“…The idea first came into the mind of 36-year-old Murdoch as he watched before Christmas the demerger of his friend Packer's Publishing & Broadcasting Ltd. PBL was broken up with Packer, 40, divesting himself of 75 percent of his media assets, the centrepiece of which had been the Nine Network. He kept only 25 percent and sold the rest to private equity group CVC.
“Murdoch's Illyria company had been looking for places to invest for the past two years. He liked the old PBL assets because, he says, they did not compete with News, the company started and run by his father, Rupert.
“Just before Christmas, as the demerger was in the headlines and being formally approved by shareholders, Lachlan Murdoch sounded out Packer and found he did not rule out doing some sort of deal for the remaining 25 per cent. Murdoch then set about seeking funding.”
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