Seven West Media (ASX: SWM) notes the outcome of the vote conducted today at the extraordinary general meeting of shareholders of Prime Media Group (ASX: PRT).
PRT shareholders voted in favour of the acquisition by SWM of all the business and related assets of PRT via the acquisition of Prime Television (Holdings) Pty Ltd, Seven Affiliate Sales Pty Ltd and all their subsidiaries.
Details of the proposal
The value of the PRT Business was determined with reference to the current trading price for PRT shares with a premium for control, reduced by the value of cash to be retained by PRT post sale:
- The value of PRT at the bid price is $131.9 million
- This is a 57% premium to the closing PRT share price on 29 October 2021
- By completion, PRT is expected to have approximately $10 million cash on hand with the balance of PRT’s cash held in various subsidiaries to be acquired by SWM
- On this basis SWM would pay PRT $121.9 million on completion
- PRT would be able to distribute net cash on hand to shareholders via a combination of franked dividends or capital return. Further details are included in PRT’s ASX release regarding the transaction, issued today
- Including cash acquired, SWM’s share of expected PRT distributions, and excluding transaction costs, SWM’s net investment in the PRT Business is expected to be approximately $72 million, reflecting a multiple of approximately 2.9x EV/FY21 EBITDA (adjusted for government subsidies)
The acquisition will be completed on 31 December 2021.
The Australian Competition & Consumer Commission (ACCC) will not oppose Seven West Media’s (SWM) proposed acquisition of Prime Media Group (PRT).
In November, SWM entered into a conditional Share Sale Agreement to acquire businesses and related assets of PRT for $131.9 million.
SWM refinanced its syndicated debt facility in October. The new facility delivers lower cost of funding, more flexible terms and maturity extended to October 2024.
SWM is one of Australia’s leading media companies, with a strong presence in content production across broadcast television, publishing and digital.
The company is home to some of Australia’s most renowned media businesses, including the Seven Network and its affiliate channels 7two, 7mate, 7flix; broadcast video on demand platform 7plus; 7NEWS.com.au; The West Australian; and The Sunday Times.
Its brands include Australia’s leading news and breakfast programs 7NEWS and Sunrise, Big Brother, SAS Australia, Farmer Wants A Wife, The Voice, Dancing With The Stars: All Stars, Home and Away, The Chase Australia and Better Homes and Gardens, Seven West Media is also the broadcast partner of the AFL, Cricket Australia, Supercars, the Commonwealth Games and the Olympics.
Prime Media Group Limited (formerly Prime Television Limited) is an Australian-based media corporation, owner of regional television network Prime7 in eastern Australia and GWN7 in regional Western Australia.