Foxtel announces take-over bid for Austar

Stan Beer
Thursday, 26 May 2011 12:03

IT Industry - Listed Tech

Cable TV operator Foxtel has announced a friendly take-over bid for subscription TV provider Austar. In its own announcement, Austar has confirmed its intention to accept the acquisition proposal for $1.52 a share, which will provide shareholders with a 10% premium on the current share price.

Austar, which provides subscription TV services to about 750,000 subscribers, mainly by satellite throughout regional Australia is 54% owned by by international media group and broadband provider Liberty Global, with the other 46% owned by stockholders of ASX listed shares.

Foxtel is 50% owned by Telstra, with the other 50% split between News Corporation and Consolidated Media Holdings.

The only things standing in the way of the merger would be regulatory approval and Austar satisfying due diligence requirements of the Foxtel Board.

Austar currently owns 50% of XYZnetworks, a pay television program provider, a 50-50 joint venture between Foxtel and Austar, and the two companies have collaborated on programming ventures recently.

Foxtel confirms it has put a conditional proposal to Austar, which, if implemented, would result in Foxtel acquiring 100% of the shares in Austar and the merger of the Foxtel and Austar businesses.

According to Foxtel, a successful transaction would bring together Australia's two major subscription TV service providers, creating one of Australia's largest media businesses with over 2,500 full-time equivalent employees and anticipated revenues of over $2.8 billion with a combined investment in original Australian content of more than $500 million per annum.

Foxtel believes a merger of Foxtel and Austar would bring significant benefits to consumers, in particular:

ï‚· a merged Foxtel/Austar will be able to roll out new digital products and services even faster to existing and new customers;

ï‚· Australian consumers in regional areas will be able to enjoy access to new digital subscription channels as well as new flexible packages and pricing through products such as Foxtel on Xbox 360 and Foxtel on T-Box

ï‚· consumers in regional Australia will also get access to the same quality digital services at the same time as their metropolitan counter parts; and

ï‚· the continuation of the long history over the last fifteen years of Foxtel investing in and being one of Australia's great innovators in media delivery.

It is Foxtel's intention to maintain the world class Austar facility in Robina, Gold Coast, which would be an important part of the combined group.

'This is a logical transaction with significant consumer and industrial upside for all stakeholders. The two companies are a complementary fit,' said Foxtel CEO Mr Kim Williams AM.

'If the merger were to go ahead, it is a win-win transaction that delivers value to Austar shareholders, synergies and growth opportunities for Foxtel and increased services and choice for all consumers.'

Foxtel's proposal to Austar is indicative, non-binding and subject to a number of conditions and there can be no certainty that any transaction will eventuate.

Conditions to the finalisation of any transaction include the Board of Austar recommending the transaction to Austar shareholders, the completion of due diligence by Foxtel and entry into definitive transaction documents once approved by the Boards of Foxtel and its Partners. Any transaction will be subject to regulatory approvals, including from FIRB and the ACCC.

The transaction would be funded by a combination of Foxtel bank debt and shareholder capital contributions.