Southern Cross Media Group Limited · ASX:SXL
Southern Cross Media — Merger or Acquisition (January 2011)
16 slides from Southern Cross Media's merger presentation, Jan 31, 2011
Slide 1: Recommended offer for Austereo Group
For personal use only Recommended offer for Austereo Group 31 January 2011
Slide 2: Disclaimer
Disclaimer For personal use only Southern Cross Media Group Limited ABN 91 116 024 536 (“Company”) is listed on ASX (ticker code SXL) and has announced a proposed takeover offer for all of the issued shares in Austereo Group Limited (“Offer”). This presentation has been prepared by the Company and i
Slide 3: Transaction Highlights
Transaction Highlights For personal use only • Southern Cross Media Group Limited (“SCM Group”) announces recommended off-market takeover offer for all the shares in Austereo Group Limited (“Austereo”) • Compelling upfront premium • Austereo shareholders can elect to receive cash or scrip considerat
Slide 4: Strategic Rationale
Strategic Rationale For personal use only • Creates a diversified national radio group • Innovative national advertising campaigns and sponsorship • Apply metro radio capability to enhance local radio offering • Offer our premium content across a national platform 44 radio markets Seven capital citi
Slide 5: Strategic Rationale
Strategic Rationale For personal use only • Share expertise in creative, programming and digital • Potential for material synergies • Further diversify revenue base1 Regional Regional Regional Metro TV SCM FY10 Radio TV Post Radio 64% Revenue 36% 40% Transaction 38% Split Regional Radio 22% • Provid
Slide 6: Profile of enlarged SCM Group
Profile of enlarged SCM Group For personal use only • The merged group would be one of Australia’s leading media companies • Revenues in excess of A$670 million1 • EBITDA in excess of A$215 million1 • Strong cashflow generation • Increased diversity of radio and TV earnings • Comfortable capital str
Slide 7: Profile of enlarged SCM Group
Profile of enlarged SCM Group For personal use only • Combined operations reach over 95% of Australians • National radio coverage of metropolitan and regional Australia • Integrated radio and TV • Multi-platform content offering 80 commercial radio 33 TV stations across Strong position in stations i
Slide 8: Profile of enlarged SCM Group
Profile of enlarged SCM Group For personal use only • A leading Australian broadcasting group Darwin Darwin TV1 Cairns Atherton Townsville Mt Isa TV1 Regional Queensland TV1 Mount Isa Mackay Emerald Rockhampton Bundaberg Remote Central and Eastern Australia TV2 Maryborough Roma Kingaroy Nambour Toow
Slide 9: Offer Terms
Offer Terms For personal use only • Transaction to proceed via off-market takeover • Proposal comprises three alternatives at acceptance levels up to 90%: • A$2.05 cash per Austereo share, comprising A$2.00 cash paid by SCM Group (the “Cash Consideration”) and the intended dividend of A$0.05 per sha
Slide 10: Offer Terms
Offer Terms For personal use only • An additional A$0.10 cash per Austereo share will be paid to all accepting Austereo shareholders if acceptances are in excess of 90% and SCM Group is entitled to proceed to compulsory acquisition (“Additional Consideration”) • Austereo shareholders accepting Scrip
Slide 11: Offer Terms
Offer Terms For personal use only • Directors of Austereo have announced that they will unanimously recommend that Austereo shareholders accept the Offer in the absence of a superior proposal • Option Agreement • SCM Group has entered into a call option agreement with Village Roadshow Limited (“Vill
Slide 12: Why Austereo shareholders should accept the offer?
Why Austereo shareholders For personal use only should accept the offer? • Compelling premium to pre-announcement trading (20 Jan 2011)1 Cash payment A$2.05 per Austereo share2 A$2.15 per Austereo share3 Close 20 Jan 14% 19% 3 month vwap 22% 28% • Board of Directors of Austereo will unanimously reco
Slide 13: Transaction Funding
Transaction Funding For personal use only • Transaction is to be funded through a combination of new senior debt facilities and an equity bridge • New senior debt facilities of up to A$755 million, partly used to refinance existing debt at SCM Group • Equity bridge facility of up to A$540 million •
Slide 14: Transaction Funding
Transaction Funding For personal use only • Leverage of combined business is expected to be approximately 3x Net Debt/EBITDA initially (if 100% of Austereo is acquired) and decrease materially over the next 12-18 months as some of the cash flows are used for debt repayment 14
Slide 15: Proposed Timetable
Proposed Timetable For personal use only • SCM Group expects to lodge its Bidder’s Statement with ASIC within approximately 28 days • Austereo’s Target Statement will contain further information, including the reasons why the Austereo directors will unanimously recommend the transaction, in the abse
Slide 16: For further information, please contact
For personal use only For further information, please contact Rhys Holleran Chief Executive Officer Tel: +61 3 9922 2000 Steve Kelly Chief Financial Officer Tel: +61 3 9922 2000
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