KEY POINTS:
Ironbridge Capital has spelled out how it is wooing CanWest MediaWorks chief executive Brent Impey and other management with equity in the new company.
Under a proposal as part of its formal takeover offer for CanWest Media Works, Ironbridge is offering 6.1 per cent of "Class C ordinary" shares in the company to Impey and four top managers for a total of $1.85 million.
A further 2.4 per cent of equity will be available for future staff allocations.
The value of these shareholdings, which have limited voting rights, is not clear, but it is expected to be much higher than $1.85 million.
Ironbridge, an Australian private equity company, is new to media and has made it clear that securing Impey and the management team will be a key part of its investment.
And Impey in particular is credited by investors as playing a key role in the company's success, especially since CanWest's Canadian owners floated 30 per cent of it in 2004.
Impey is expected to be given the biggest sweetener, on top of the $3 million payout he negotiated during the IPO. It is understood that as well as that payout and any shares he owns, he will be paid around $500,000 to $675,000 for his options in the company. That is based on Ironbridge paying 64c to 90c for options, depending on when they were issued.
But the value of the 6.1 per cent management share remains unclear as Ironbridge has not spelled out the structure of those shares within the new company, expected to be called simply MediaWorks.
The shares will also be made available to chief financial officer Peter Crossan, chief operating officer for television Rick Friesen, chief operating officer for radio Sussan Turner and company secretary Clare Bradley.
The new board will discuss with Impey the allocation to staff of another 2.4 per cent of Class C shares with limited voting rights and is establishing an employee benefit plan. It is not clear whether key personalities such as John Campbell will get shares or be part of the employee plan. But Campbell has become so much a part of the TV3 brand it is expected he will be given an incentive to remain.
Under the proposal, it is understood the $1.8 million paid for the 6.1 per cent would give the total class of shares a value of only around $30 million.
But that is just a small proportion of the company's enterprise value of $727 million, which includes debt.
Further details of the rights Class C shareholders will receive are to be spelled out soon.
Ironbridge is still not certain it will be able to own 100 per cent of the company and take it off the NZX. That is because its offer needs to be accepted by 90 per cent of shares before remaining shareholders are forced to sell.
Brook Asset Management has increased its stake to 8.3 per cent and is within striking distance of obtaining a blocking stake.
MEDIA TARGET
* Ironbridge Capital has launched its takeover offer for CanWest MediaWorks.
* Assets include television networks TV3, C4 and half of New Zealand's commercial radio stations, including MoreFM, RadioLive, The Rock, and The Edge.
* Ironbridge is offering local shareholders the same $2.43 a share it paid Canadian parent company CanWest Global Communications for 70 per cent of the firm.
