KEY POINTS:
Australian private equity company Ironbridge Capital looks poised to grab 100 per cent ownership of broadcasting company MediaWorks, owners of TV3.
Ironbridge subsidiary HT Media today said it intended to launch a second, higher offer for the 17.4 per cent of shares in MediaWorks it had been unable to acquire in a takeover bid that closed earlier this month.
The decision to make a new offer followed the entry into a lock-up agreement with Brook Asset Management under which Brook had agreed to sell its MediaWorks stake of about 8.7 per cent into the offer.
The new offer is for $2.68 a share, compared to the $2.33 a share, adjusted from an initial $2.43 to take account of the payment of a special 10c dividend, for the previous takeover bid in which HT obtained an 82.6 per cent shareholding.
HT Media chairman Kerry McIntosh said the agreement with Brook would take HT Media's shareholding in MediaWorks to 91.3 per cent, enabling HT Media to compulsorily acquire the remainder of the shares when the offer closed.
Mr McIntosh said the increased offer took its weighted average acquisition price for MediaWorks to $2.39 per share.
"Whilst we would have been comfortable with the company remaining listed the offer provides us with the opportunity to take the company private," he said.
HT Media expected to deliver the offer notice to MediaWorks within 14 days and it would be sent to shareholders 14 days after that.
The offer would be unconditional and once it opened Brook would tender its shares into the offer under the agreed terms of the lock-up agreement.
As well as TV3, MediaWorks owns and operates the C4 television network, national radio brands Radio Live, The Edge, The Rock, More FM, Kiwi FM, Radio Pacific/Radio Trackside, Solid Gold and The Breeze, as well as several local radio stations.
The initial takeover bid was announced early in May, when Ironbridge announced it had agreed to buy the 70 per cent stake in MediaWorks owned by the company's Canadian parent CanWest Global Communications Corp.
That offer valued MediaWorks at $727 million, including net debt.
On the same day, Brook Asset Management notified the sharemarket it had increased its holding in MediaWorks from 6.4 per cent to 7.3 per cent, then the next day that it had raised its holding to 8.3 per cent.
At the time Brook executive chairman Simon Botherway said Brook had owned MediaWorks stock since its initial offering and had accumulated further shares when the price was weak.
"It's a very good company, great media properties and we're very comfortable with the management," Mr Botherway said.
MediaWorks shares debuted in July 2004 with an issue price of $1.53, opening at $1.65.
MediaWork's independent directors had unanimously recommended shareholders accept the initial offer, which followed a competitive sale process carried out by the CanWest Group.
MediaWorks shares rose 21 cents this morning to 266.
- NZPA
