Chair Rob Murray likely to be removed as SCA ‘re-engage’ with ARN’s improved takeover offer
After mulling over an improved takeover offer from ARN Media, SCA has announced it will “re-engage on the basis of the higher value now being put forward”.
As SCA chief John Kelly told Mumbrella shortly before the SCA board rejected the bid, the company felt its LiSTNR property was undervalued in the initial offer, made last October.
Last Friday, ARN and private equity firm Anchorage Capital Partner increased the offer from 0.753 ARN shares per SCA share, plus 29.6 cents, to 0.87 ARN shares plus 29.6 cents.
SCA posted noticed with the ASX that it has “reviewed the Revised Indicative Proposal with the assistance of its advisers” and “considered feedback from several of its shareholders”, and the board “unanimously determined that it is appropriate to now re-engage with the Consortium to provide the Consortium with the opportunity to finalise its proposal”.
SCA has advised ARN it will “engage constructively with the Consortium to enable both SCA and the Consortium to finalise their outstanding due diligence, including a full and complete understanding of the implied financial profile and likely value of ARN NewCo” – the new company that will be created as part of the proposed merger.
“It is expected that SCA and the Consortium will concurrently progress transaction documentation as quickly as possible, with the objective of entering a mutually acceptable scheme implementation deed over the coming weeks,” a statement from the network reads.
“The ability for the SCA Board to ultimately support the transaction, including the proposed consideration, will depend on the satisfactory completion of outstanding due diligence, including as to the value of ARN NewCo.”
SCA Chair, Rob Murray said the revised proposal will “provide a significant increase in the consideration for SCA shareholders, and the SCA board is willing to re-engage on the basis of the higher value now being put forward.”
However, it’s likely Murray won’t last the transition.
Spheria Asset Management has requested an EGM, where it will move to get rid of Murray as chairman. SCA stated today that it would follow the necessary steps, and a meeting will be held in May.
Board director Glen Boreham has today stepped down from the board, effective March 27, while Boreham joined SCA as an independent non-executive director in 2014.
SCA noted that Boreham had planned to retire during the calendar year, and reiterated Murray’s “planned intention” to retire as chair no later than SCA’s 2024 Annual General Meeting.
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Nathan Jolly is the Deputy Editor of Mumbrella. He joined the team in July, 2023.
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