I wonder if rather than trying to spill the board, there is an attempt to get the board to put the ARN proposal to shareholders (initially, and then if it fails push for a spill)
Whatever method, just do it, time to get moving and carve it up.
Then see who has been hiding in caves and is pulled out of relevance deprivation by ACP to run the stations that don’t meet ARN’s top two in each market. We are sure to see some doozies.
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Catalano/Waislitz have popped up with a 6% stake in SCA.
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Surely these two can count to ten? They’d love a blocking stake or perhaps a sizeable vote to facilitate action.
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JFC! Catalano needs to give it a rest. SCA aren’t interested in him and his shitty newspapers.
I’d much rather see SCA go to ARN, rather than become another Caralis style operation under Catalano.
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ARN may have been low-balling on the SCA offer to try and get some cred back with their shareholders over the generosity they showed to K&J: Given that largesse, the SCA board may rightly expect ARN have deeper pockets than their original SCA offer would indicate.
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latest update, seems SCA aren’t being totally honest & ARN along with other significant shareholders have had enough & are going to oust the SCA board effective immediately at a general meeting they’ve asked SCA to call.
I saw this coming a mile off.
Update-on-Non-Binding-Indicative-Proposal-to-Acquire-SCA.pdf (612.1 KB)
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From reading the letter it only looks like they want to remove one director not the entire board at this stage.
IMO I can’t see SCA even taking the new offer with the higher amount for each share. I think the only thing they want to sell is the TV assets, keeping the audio business and their jobs. If all deals are off and earnings / profits continue to decline things will get very interesting.
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Plus anyone who fits into part (b). Which maybe no one or could be many?
You’ll probably find, you take that one out & the rest will cave to ARN or voluntary leave.
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Missed that point
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Who also happens to be the Chair of SCA
Part (b) appears from my reading to act to stop SCA from changing the composition of the board before the meeting.
ARNs primary concern seems to be that SCA appears to have withheld information that is material to finalising the offer (and fair enough). Wonder if we’ll see more significant shareholders confirm their position in the next week or so
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That makes sense, so they are going for a board spill.
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I did wonder why they’d singled someone specific out - a quick check of the people on the board and it made a lot of sense.
They may not want to spill the entire board, rather just install a chair that will at least allow the ARN proposal to be put to shareholders (I’m not sure whether there is enough support for the ARN proposal as yet to make it likely to succeed)
SCA have put out a late-in-the-day release:
Southern Cross Media Group Limited (ASX: SXL) (SCA) notes the announcement today by ARN Media Limited (ASX: A1N) (ARN) that ARN and Anchorage Capital Partners Pty Limited (ACP) (together, Consortium) are willing to revise their non-binding indicative proposal to acquire 100% of SCA’s fully diluted share capital by increasing the share exchange ratio such that the consideration comprises up to 0.87 shares in a reconstituted company following re-allocation of SCA and ARN assets (ARN Newco) and 29.6 cents cash per share by way of a recommended scheme of arrangement (Revised Indicative Proposal).
The Revised Indicative Proposal follows SCA’s announcement on 7 March 2024 that the SCA Board had concluded that the value to SCA shareholders of the Consortium’s earlier proposal received on 18 October 2023 had been significantly reduced and that the earlier proposal undervalued SCA and was not in the best interests of all SCA shareholders.
The Board of SCA will consider the Revised Indicative Proposal with its advisers.
SCA also claiming the same of ARN. This won’t go quietly.
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And henceforth becomes a largely cyclical issue.
Its a potentially dangerous game SCA is playing, dragging it out and withholding information makes it hard to put a fair offer forward but at the same time SCA’s results slide makes it possible that future offers are less.
Even if the ARN deal ultimately fails, its become clear that the major shareholders aren’t happy with the company’s performance
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SCA has told the share market today that two members of the board will retire during the year (one of which is chairman Rob Murray who’ll retire prior to the AGM), the other will retire before Easter.
Oh, and the SCA board will “re-engage” with ARN/Anchorage now a revised (higher) bid has been made
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Australia’s $700 million radio industry looks likely to be radically reformed after Southern Cross Austereo, the owner of the Hit and Triple M networks, said it would accept a takeover offer from ARN Media, the owner of the KIIS and Pure Gold stations.
After weeks of fury from Southern Cross’ major shareholders who have called for the company’s chairman Rob Murray to step down and demanded the takeover progress, the board said on Monday that it would consider accepting ARN’s new, higher offer
AFR
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