The scheme of arrangement values APN Outdoor’s equity at approximately $1.119b.
The price of $6.70 per share represents:
• 18% premium to the closing price on June 19, 2018 of $5.68
• 26% premium to the 3-month volume weighted average price (VWAP) to June 19, 2018 of $5.32
• 34% premium to the 6-month VWAP to June 19, 2018 of $5.01.
The APN Outdoor board also intends to declare a fully franked special dividend of up to $0.30 per share immediately prior to implementation of the scheme.
The scheme is subject to certain conditions, including approval from the Australian Competition and Consumer Commission (ACCC), the Australian Foreign Investment Review Board (FIRB) and the New Zealand Overseas Investment Office (OIO) (if required).
APN Outdoor’s board of directors unanimously recommend that APN Outdoor shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the scheme is in the best interests of APN Outdoor shareholders.
Each director of APN Outdoor intends to vote all the APN Outdoor shares that he or she holds or controls in favour of the scheme, subject to those same qualifications.
APN Outdoor chairman Doug Flynn said: “The JCDecaux scheme is an attractive, all-cash transaction. The APN Outdoor Board has unanimously concluded that the scheme represents a compelling transaction for APN Outdoor shareholders.”
APN Outdoor chief executive officer and managing director James Warburton said: “The recommended acquisition of APN Outdoor by JCDecaux represents an excellent outcome for our shareholders, staff and partners.
“JCDecaux’s proposal is testament to the position APN Outdoor holds in the Australian and New Zealand media sectors and our recent strong performance, winning and retaining key new contracts.
“The Scheme is great news for APN Outdoor staff. JCDecaux is a leading global out-of-home company, with more than 1 million advertising panels in more than 80 countries, more than 13,000 employees and 2017 revenue of €3,493 million,” Warburton said.
Jean-François Decaux, co-chief executive officer of JCDecaux, said: “This acquisition is a significant milestone in JCDecaux’s history in Australia, which is the seventh largest advertising market worldwide, where we have been growing organically since 2000. APN Outdoor is very complementary to our existing street furniture assets and through this acquisition, JCDecaux will be attractively positioned to provide a compelling proposition to compete more effectively in the Australian media market where out-of-home accounts for 6% of advertising spend, of which almost 50% is digital. Finally, we are delighted to enter New Zealand, a fast-growing market.”
APN Outdoor expects to update the market on an indicative timetable during July 2018.