ASIC have requested a stay on the interim orders that the takeovers panel issued earlier in the month - the new orders also include a provision stopping ARN (and associates) from divesting in SCA
Looks like we’ll have a determination in the new year
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ARN says under the Indicative Proposal, SCA shareholders would receive 0.753 ARN shares and 29.6 cents cash per SCA share.
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Good. Come on instos, give ARN your in principle support and let’s wrap this up early in 2024.
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Would love to know what hard drugs Radio Today’s readers are on.
A few less executives & accountants in Australian commercial radio is a very good thing.
Please explain how splitting two radio companies into… two different radio companies reduces the number of executives. Sure, you might lose a few people who should’ve moved on years ago, but don’t pretend you’re not creating a whole series of new overheads while also concentrating more power in the ‘new’ ARN.
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I’m a bit surprised by this announcement - I would have thought that they’d wait for the outcome of the Takeover Panel review first.
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Thanks @Techster, SCA has been fiddling whilst Rome burns for over a decade now, so it’s business as usual regarding this M&A.
There’s not really much else SCA’s board can say though from a fiduciary standpoint though, considering the transaction is still premature. Certainly they can’t say they want existing shareholders to sell, even if ARN can’t buy them, because it might deflate the potential offer. They can’t even really say they’d reject an offer that isn’t more than indicative, because it might do the same thing.
Given the regulatory hold-ups… patience. Like a lot of things we wish to be resolved, things don’t always happen on internet time (and yes, I can be guilty in this too 
)
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Are you a furry?
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They’re in a bit of an awkward situation - they can’t say nothing as that might be seen as a disclosure issue, but at the same time there’s nothing additional to tell the market.
Meanwhile what they do say has to tread a fine line to make sure it doesn’t impact any finalised offer.
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Response left in the random thread as I don’t want to derail this one.
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The reasons have been published - it’s complicated (and technical)
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I really can’t see how the government &/or “government review panel” can do or should be able to do anything about a takeover of a public or private company, unless it’s not in the best interests of Australia or is of a national security risk, being sold to a foreign entity or government?
Just like the board of the said company, they can recommend shareholders sell or not sell, but the decision ultimately comes down to whether the majority of shareholders think it’s a good deal & sell out to the other company, then the rest can be compulsorily acquired & the board members are most likely looking for new employment, otherwise I see it as a government imposed restriction on free trade & investments, in what’s supposedly a free country, as long as the gaining company doesn’t break any laws in doing so, (insider trading & getting cheap or underhanded shares through illegal dealings) or controlling too many media outlets.
It’s a corporate takeover, ARN have made an offer to buy up all of the SCA shares, should the said shareholders want to sell, it’s not like they’ve gone into the board room all guns blazing just taking the company over by force.
I personally don’t see any issues with what ARN want to do, it’s usually the ACCC stopping things like this because they see a reduction in competition, but I haven’t seen anything from them on this (but maybe I’ve missed it).
I actually see this as a good thing & the best thing for the industry, SCA in it’s current form can’t operate for much longer, they will go broke, stations will be sold at fire sale prices, given away or simply shut down & cease to exist. I said this years ago, but COVID & Government handouts saved SCA, & that safety net has now got big holes in it, ARN know this & really are throwing them a life raft, essentially ARN could wait for SCA to go broke & be handed everything for next to nothing, but that won’t help the industry or competition.
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It’s about upholding ‘good’ governance - in this instance, there are limits to how much one entity can own of another (publically traded) entity and there is a question over whether that has been breached.
Remember this is being investigated because a third party has raised concerns, this isn’t something that the Government has instigated themselves.
Except this investigation isn’t about judging the merits (or otherwise) of the proposal - it’s about determining whether the established rules around ownership have been breached.
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It may have been breached by one shareholder, did they address this ASAP & is it still the case?
Yes they addressed it quite quickly, & I don’t see it being an issue any longer.
Yes, the third party raised concerns from sour grapes the way I see it, they then made their own low ball offer which was thrown out & more or less laughed at.
They had/have no chance in hell of taking over SCA & just want to destroy anyone else being able to do it, which stupidly will hurt them if there’s a block on the takeover, as when SCA goes broke it’ll take down the entire media industry, radio, television & newspapers.
From everything I read, I’m not seeing anything further past that initial short temporary single shareholder having too many shares in both companies.
ARN aren’t stupid, they, their investment partners & lawyers will know exactly what they can do, they’ve successfully in the past (WSFM, KIIS & CADA FM licenses) & have now again found legal loopholes in laws & smartly taken advantage of them for their positive benefit, just like Kerry Packer told the ATO years ago when he was questioned about not paying very much tax.
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It doesn’t matter whether the breach has been subsequently resolved (which the reasons published by the panel appear to indicate it hasn’t because it requires both ARN and Allan Gray to dispose of shares) - the shares were acquired in contravention of the rules and there were failures to properly declare interests.
And they also are potential beneficiaries through the divestment as they may be able to establish a sizeable shareholding themselves. But again, this isn’t about judging the merits of either offer.
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ARN already have done weird things with Grant in regional areas, they’re trying the same thing in metros, glad it isn’t just being waved through.
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In what sense?
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