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The merger of Fairfax Media and Nine Entertainment broke its last hurdle after the agreement was approved by the Federal Court, despite attempts by the former boss of the estate, Antony Catalano and Aurora Funds Management, to sabotage the union.
Judge Jacqueline Gleeson approved the Nine-Fairfax Arrangement Scheme on Tuesday in the Federal Court, paving the way for final implementation on December 7 and the formation of the amalgamated Nine on December 10. Fairfax shares will stop trading on Wednesday.
Mr. Catalano and Aurora Funds Management will have until December 7 to appeal the decision. However, both reported that they probably would not. "I believed and believe that Fairfax shareholders would be entitled to a better offer at current stock prices," Catalano said.
"I made my arguments in court, but I did not succeed, I respect the court's decision and I will probably not appeal, but I will reserve my rights until my Legal team had the opportunity to review the written decision of his honor. "
Aurora's chief executive, John Patton, said the fund had concerns about the course of action between the announcement of the deal and its vote last week. .
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"We wanted to achieve better results for all Fairfax shareholders," he said.
"The arguments were presented to the court today, we respect the court's decision and we wish all Fairfax and Nine shareholders the best possible deal." We will look at the wording that emerges, but in the end , the court reviewed and made a decision and we respect that process. "
Justice Gleeson's reasons for approving the scheme will be published in the coming days.
The legal team of the former chief executive of the estate tried to argue that the shareholders were not properly informed and had not received sufficient information in the report of the independent expert, written by Grant Samuel, on the merger.
Fairfax is the publisher of The Australian Financial Review.
Catalano had sought to delay the shareholder vote last week by proposing another late deal, which was sent by letter to Fairfax President Nick Falloon just 12 hours before the meeting last Monday.
Fairfax shareholders overwhelmingly approved the deal; with 88.6% of the votes cast.
In a letter to Mr. Falloon, Mr. Catalano proposed another agreement to potentially purchase 19.9% of Fairfax and sell non-core badets.
The principle of Mr Catalano was due to the fall in the price of the action. Nine acquires Fairfax's badets, including Domain, at a price far too low.
In court, Ian Jackman SC, Fairfax's attorney, said that the "purported proposal" of Mr. Catalano was "nothing more than a very general strategy expressed in broad outline" and that it was not a problem. it was also subject to conditions that were not fulfilled.
Meanwhile, Aurora's legal team has sought to challenge the validity of certain proxy votes.
Justice Gleeson also interviewed an ASIC representative who had not raised any regulatory concerns regarding the Grant Samuel report and other issues.
Mr. Catalano's team also requested that court decisions be postponed by 24 hours in order to decide whether an appeal would be filed. This was denied on the grounds that it has until December 7.
As part of the merger, Fairfax shareholders will receive a combination of cash and scrip, including 0.3627 shares of nine shares and 2.5 cents per share held by Fairfax. Nine shareholders will own 51.1% of the merged group, while Fairfax shareholders will get 48.9%.
In an email to staff, Hugh Marks, CEO of Nine, who will lead the group, said the "remarkable merger" will bring together the quality, strength and strengths of two of Australia's best-known media companies.
"The scope of this opportunity is breathtaking and in addition to our existing television and digital activities, Nine will include iconic mastheads. The Sydney Morning Herald, L & # 39; age and The Australian Financial Review and thanks to the transaction, we will also switch to 100% of the Stan subscription video platform. The combined company will also own a controlling interest in Domain (60%) and Macquarie Media (54.5%), "he said.
"This agreement is about our strategy for the future and offers exciting opportunities for our employees, our customers and our audience, and together we will provide our audiences with the best entertainment and quality journalism on their platform. choice. "
Fairfax CEO Greg Hywood said in an email to staff that the new operating structure of the combined business would be shared.
"The implementation team is working on developing plans for the combined group to be operational and focused on serving audiences and advertisers," he said.
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