QMS Media Limited has finalised terms for the merger of its New Zealand out-of-home, digital media and production business (QMS NZ) with MediaWorks, New Zealand’s leading independent radio, TV and digital business. The merger, on completion, will establish the newly combined QMS and MediaWorks as the largest multi-media advertising group in the country.
• QMS will merge its NZ out-of-home, digital media and production businesses into MediaWorks and in return will receive a 40% shareholding in the expanded MediaWorks business. Funds managed by Oaktree Capital Management, L.P (Oaktree) will retain a majority 60% shareholding.
• The merger implies a blended EV/EBITDA multiple of 10x forecast CY18 EBITDA (pre-synergies) for the QMS NZ businesses. QMS NZ is budgeted to deliver an A$12.8m contribution to the QMS Media Limited group in FY19.
• QMS will receive a capital return of approximately A$35m (subject to the finalisation of financing terms), which will provide increased financial flexibility for the QMS Media Limited group.
• Transaction completion is subject to finance approval and other customary conditions (including Overseas Investment Office NZ) and is expected to complete in the second quarter of CY19.
• The transaction is expected to be earnings per share (EPS) accretive for QMS Media shareholders in FY20, post cost and revenue synergies.
• QMS will hold two seats on the board, with Oaktree holding three.
Wayne Stevenson, chairman of QMS Media Limited said: “For QMS, this merger reinforces our prudent management of assets and realises value for shareholders from our investments in New Zealand. The transaction will allow us to continue to create further opportunities to unlock value for shareholders and further accelerate our growth in a consolidating environment.”
QMS NZ’s existing leadership will be strengthened by the out-of-home advertising industry experience of MediaWorks’ CEO Michael Anderson and chairman Jack Matthews, both of whom have significant knowledge and expertise across radio and TV as well as out-of-home. Michael Anderson will continue as CEO of the combined group.
Barclay Nettlefold, managing director and group CEO of QMS said: “It will be difficult to match the combined capabilities of this new multi-media group in New Zealand. This strategic approach is at the forefront of developing global industry trends and is the right decision, with the right partner and at the right time for QMS.”
Michael Anderson added: “Since announcing the proposal to merge, we have seen strong support from our clients who recognise the power of the integration we will now be able to provide across the four platforms. I am looking forward to bringing the businesses together, with our continued focus on local content and local client solutions. This partnership will really demonstrate the strength of a true multi-platform, local media company.”
QMS is being advised on this transaction by CLSA and Chapman Tripp. MediaWorks is being advised by UBS and MinterEllisonRuddWatts.