Dispatch of Bidder's Statement to Mrn Shareholders
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13 September 2019 The Manager Company Announcements ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000 Corporations Act 2001 (Cth) Section 633(1), Item 8 NOTICE OF DISPATCH OF BIDDER'S STATEMENT TO MRN SHAREHOLDERS Fairfax Media Limited (Nine Bidder) gives notice in accordance with item 8 of section 633(1) of the Corporations Act 2001 (Cth) (the Act) that the bidder's statement dated 30 August 2019 and offer in relation to its takeover bid for all of the ordinary shares in Macquarie Media Limited (MRN) have been sent to each person who held securities in the bid class as at 7.00pm (AEST) on 2 September 2019 (being the date set by Nine Bidder pursuant to section 633(2) of the Act), as required by item 6 of section 633(1) of the Act. The offers are dated 13 September 2019 and have been made on the terms set out in the bidder's statement dated 30 August 2019. Enclosed with this notice is a copy of the bidder's statement dated 30 August 2019 which has been sent to MRN bid class security holders. Yours sincerely Rachel Launders Company Secretary Fairfax Media Limited Bidder’s Statement ACCEPT RECOMMENDED CASH OFFER by Fairfax Media Limited ABN 15 008 663 161, a wholly-owned subsidiary of Nine Entertainment Co. Holdings Limited ABN 60 122 203 892, to purchase all of your shares in MACQUARIE MEDIA LIMITED ABN 32 063 906 927 For each MRN Share you will receive $1.46 Cash This is an important document and requires your immediate attention. You should read this document in its entirety. If you are in doubt as to how to deal with this document you should consult your financial or other professional adviser. Legal Adviser Financial Adviser NINE BIDDER’S STATEMENT i THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY. IMPORTANT INFORMATION (a) Bidder’s Statement (e) Important notice to US shareholders This Bidder’s Statement is dated 30 August 2019 and is This Bidder’s Statement does not constitute an offer to sell, given by Fairfax Media Limited ABN 15 008 663 161 to or a solicitation of an offer to buy, any securities in the Macquarie Media Limited ABN 32 063 906 927 under United States. The securities described herein have not Part 6.5 of the Corporations Act. This Bidder’s Statement been, and will not be, registered under the U.S. Securities includes an Offer dated 13 September 2019 to acquire all Act of 1933, as amended (U.S. Securities Act) or the of your MRN Shares and also sets out certain disclosures securities laws of any state or other jurisdiction of the required by the Corporations Act. United States. Accordingly, such securities may not be offered or sold, directly or indirectly, to any person in Fairfax Media Limited ABN 15 008 663 161 is an indirect the United States except pursuant to an exemption wholly-owned subsidiary of Nine Entertainment Co. Holdings from, or in a transaction not subject to, the registration Limited ABN 60 122 203 892. Unless otherwise specified, in requirements of the U.S. Securities Act and applicable U.S. this document Fairfax Media Limited ABN 15 008 663 161 state securities laws. This Bidder’s Statement may not be is referred to as Nine Bidder and Nine Entertainment Co. forwarded, distributed or reproduced in whole or in part Holdings Limited ABN 60 122 203 892 is referred to as Nine. in any jurisdiction where it would be unlawful, including the United States. (b) Australian Securities and The Offer is being made for shares of an Australian Investments Commission company and is subject to the laws of Australia. It is A copy of this Bidder’s Statement was lodged with the important for U.S. shareholders to be aware that the Australian Securities and Investments Commission (ASIC) transaction is subject to takeover and disclosure laws and on 30 August 2019. Neither ASIC nor any of its officers regulations in Australia that are different from those in the takes any responsibility for the contents of this Bidder’s United States. Certain U.S. federal securities laws applicable Statement. to tender offers will not apply to the transaction and you may not have the same rights or protections applicable (c) Investment decisions to equivalent transactions conducted in the United States. It may be difficult for you to enforce your rights and any This Bidder’s Statement does not take into account the claim you may have arising under the U.S. federal securities investment objectives, financial situation or particular needs laws, since Nine Bidder and Nine are located in Australia, of any person. Before making any investment decision and some or all of their officers and directors may be you should consider whether it is appropriate in the residents of Australia. light of those factors. Accordingly, you may wish to seek independent financial and taxation advice before deciding You should be aware that, subject to the Corporations whether to accept the Offer. Act, Nine Bidder may purchase MRN Shares otherwise than under the Offer, such as in open market or privately (d) Offers outside Australia negotiated purchases. The distribution of this Bidder’s Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder’s Statement should inform themselves of, and observe, those restrictions. NINE BIDDER’S STATEMENT 1 IMPORTANT INFORMATION (f) Forward looking statements (h) Privacy collection statement This Bidder’s Statement contains forward looking statements. Nine Bidder has collected your information from the Forward looking statements are not based on historical register of MRN Shareholders. Nine Bidder, its Related facts, but are based on current expectations of future Bodies Corporate, advisers and agents will use this results or events. These forward looking statements are information solely for purposes relating to the Offer and, subject to risks, uncertainties and assumptions which if accepted, administering your holding of MRN Shares. could cause actual results or events to differ materially Nine Bidder will share this information on a confidential from the expectations described in such forward looking basis with its Related Bodies Corporate, advisers, agents statements. These risks and uncertainties include factors and regulators (such as ASIC and the Australian Taxation and risks specific to the industries in which Nine, Nine Office) where necessary for the purposes of the Offer. Bidder and MRN operate as well as matters such as The registered office of Nine Bidder is 1 Darling Island general economic conditions, many of which are outside Road, Pyrmont, New South Wales, 2009. the control of Nine, Nine Bidder and their respective directors. While Nine Bidder believes that the expectations (i) Defined terms and interpretation reflected in the forward looking statements in this document A number of defined terms are used in this Bidder’s are reasonable, no assurance can be given that such Statement. These terms are defined in section 8. Section 8 expectations will prove to be correct. Matters as yet also sets out certain rules of interpretation which apply to not known to Nine Bidder or not currently considered this Bidder’s Statement. material by Nine Bidder, may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements. The past performance of Nine is not a guarantee of future performance. Forward looking statements do not constitute a representation that any such matter will be achieved in the amounts or by the dates indicated and are presented as a guide to assist you in assessing the Offer. Any forward looking statement contained in this document is qualified by this cautionary statement. (g) Information on MRN All information in this Bidder’s Statement relating to MRN has been prepared by Nine Bidder using information included in public information about MRN and from a limited due diligence investigation conducted by Nine Bidder which involved reviewing certain non-public information about MRN provided to Nine Bidder by MRN. Subject to the Corporations Act and other applicable law, neither MRN nor its Directors, nor Nine, Nine Bidder or their respective directors makes any representation or warranty, express or implied, as to the accuracy or completeness of this information. The information on MRN in this Bidder’s Statement should not be considered comprehensive. In addition, the Corporations Act requires the Directors of MRN to provide a Target’s Statement to MRN Shareholders in response to this Bidder’s Statement, setting out certain material information concerning MRN. 2 CONTENTS HOW DO I ACCEPT THE OFFER? 4 6. OTHER MATERIAL INFORMATION 20 CHAIRMAN’S LETTER 5 6.1 Offer conditions 20 SUMMARY OF THE OFFER 6 6.2 ASIC Modifications 20 REASONS WHY YOU SHOULD ACCEPT 6.3 Consents 20 NINE BIDDER’S OFFER 7 6.4 Independent Expert’s Report 20 6.5 No other material information 20 1. Nine is already the major shareholder of MRN 7 2. The Offer is unanimously recommended by 7. THE OFFER TERMS 21 MRN’s Independent Directors 7 7.1 The Offer 21 3. 100% Cash consideration: certain and immediate value 7 7.2 Consideration for the Offer 21 4. You will remove your exposure to the risks 7.3 Offer Period 21 associated with a continued investment in MRN 7 7.4 How to accept this Offer 21 7.5 Foreign Laws 22 KEY QUESTIONS 8 7.6 Entitlement to Offer 22 1. INFORMATION ON NINE AND NINE BIDDER 11 7.7 Effect of Acceptance Form 22 1.1 Overview of Nine 11 7.8 Your agreement 22 1.2 Principal activities of Nine 11 7.9 Powers of attorney 23 1.3 Directors of Nine Bidder 12 7.10 Validation of otherwise ineffective acceptances 23 1.4 Publicly available information 12 7.11 Dividends and other entitlements 23 7.12 Defeating Conditions 24 2.