Fairfax Media receives revised TPG indicative offer

MUMBAI: Fairfax Media Limited has received a revised, indicative, preliminary and non-binding proposal from a consortium including TPG Group (TPG) and Ontario Teachers’ Pension Plan Board (together with its affiliates, OTTP) (collectively, the TPG Consortium) to acquire 100% of the shares in Fairfax (on a fully diluted basis) at a price of $1.20 per share (less the value of any dividends or other distributions declared, proposed or paid after 14 May 2017), with all consideration being in cash (Revised Indicative Proposal).

Earlier, on 5 May, Fairfax had received an unsolicited indicative proposal from TPG Consortium. Macquarie Capital and Herbert Smith Freehills are advising Fairfax.

The Revised Indicative Proposal follows the Indicative Proposal of $1.20 – $1.25 per share, which was recently received from the TPG Consortium, as announced on 8 May 2017.

The Revised Indicative Proposal is subject to a number of conditions, including due diligence, shareholder approval at a Fairfax scheme meeting which would be required to implement the Revised Indicative Proposal, and obtaining requisite regulatory approvals, including approval from the Australian Foreign Investment Review Board (FIRB) and New Zealand Overseas Investment Office (OIO), and other conditions outlined below.

The Fairfax Board of Directors is reviewing the Revised Indicative Proposal. The Fairfax Board notes that there is no certainty that the Revised Indicative Proposal will result in an offer for Fairfax, what the terms of any offer would be, or whether there will be a recommendation by the Fairfax Board.

Fairfax shareholders do not need to take any action in response to the Revised Indicative Proposal and the Fairfax Board will update shareholders when it has been fully assessed.

Regardless of whether the Revised Indicative Proposal proceeds to an offer for Fairfax, the Fairfax Board believes that Fairfax has an announced strategy for the future that will deliver value for shareholders. Fairfax is continuing to progress the preparation for the announced potential separation of Domain Group.

Fairfax, on 5 May, received an unsolicited, preliminary, non-binding indication of interest from a consortium including TPG Group (TPG) and Ontario Teachers’ Pension Plan Board (together with its affiliates, OTTP) (collectively, the TPG Consortium) to acquire Fairfax for a combination of cash and scrip consideration in a newly listed vehicle (Indicative Proposal).

The effect of the Indicative Proposal, if implemented, would be for the TPG Consortium to acquire Domain, Australian Metro Media, Events and Digital Ventures (excluding Stan) for cash consideration of $0.95 per share; while existing Fairfax shareholders would retain 100% of Australian Community Media, New Zealand Publishing, and shareholdings in Macquarie Media Limited and Stan, through a distribution to them of scrip in a listed vehicle containing those businesses and the existing Fairfax net indebtedness.

The Indicative Proposal is subject to a number of conditions, including due diligence, shareholder approval at the Fairfax scheme meetings which would be required to implement the Indicative Proposal, and obtaining requisite regulatory approvals, including Foreign Investment Review Board (FIRB) approval.

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