Southern Cross Austereo confirms exemption from shareholder vote for Seven West Media merger
Make us a preferred source
Make us a preferred source on Google
The news: Southern Cross Austereo’s merger with Seven West Media is exempt from a shareholder vote because both are listed companies and the relevant ASX listing rule is “primarily designed to regulate ‘back door listings’”.
The context: The proposed all-scrip merger, announced on 30 September will result in Southern Cross shareholders holding 50.1% of the newly merged entity and Seven shareholders holding 49.9%.
Southern Cross told the exchange that the ASX will not require it to comply with shareholder vote requirements or compliance with admission and quotation requirements because “the transaction is not a back door listing because it is the acquisition of one listed entity by another listed entity”.
Southern Cross also said the exemptions are justified because the "transaction does not result in a fundamental change in the nature of [Southern Cross’] main undertaking” given that Seven is similarly a diversified media business.
The deal is still conditional on an independent expert, appointed by Southern Cross, finding that the transaction is in the best interests of shareholders.
Southern Cross also highlighted that it has received a waiver from holding a shareholder vote on the acquisition of Southern Cross-shareholder Spheria Asset Management’s shares in Seven.
The relevant listing rule is intended to protect other shareholders from “a value-shifting transaction with a person in a position of influence”. Southern Cross said this does not apply to Spheria as it does not have representatives or nominee directors on the boards of either company and its shares are held on the same terms as other shareholders.
The source: ASX
