Beyond International Limited
(ASX code: BYI), one of Australia’s leading television production and
distribution companies today announced the Board of BYI has agreed to propose a
Scheme of Arrangement whereby Navis Media Pty Ltd (Navis Media) will acquire
all of the shares in BYI for $1.22 cash per share.
The proposed Scheme, which
values BYI at $74.6 million, is subject to approval by BYI shareholders at a
Scheme Meeting expected to be held in November.
The non-executive directors
of the Board of BYI, Mr Ian Ingram, Mr Anthony Lee and Mr Ian Robertson,
unanimously recommend the offer, in the absence of a superior proposal and
pending confirmation from an Independent Expert that the scheme is in the best
interest of BYI shareholders.
In this regard, each
non-executive member of the BYI Board who holds BYI shares, or on whose behalf
BYI shares are held, intends to vote those shares in favour of the scheme in
the absence of a superior proposal.
It is intended that Mr Mikael
Borglund will continue as chief executive officer of BYI if the offer is
successfully completed, and he has entered into separate arrangements with
Navis Media to facilitate the proposal.
The offer of $1.22 per share
is an all cash offer, and is offered on an ex-dividend basis. The Board has previously declared a
dividend of $0.03 per share, which makes a total payment to BYI shareholders of
$1.25 per share.
The offer provides BYI
shareholders with a number of significant benefits including:
– 100% cash offer
– Very limited offer
conditions
– A 31% premium to the 6 month
Volume Weighted Average Price of $0.956 per share
– A 46% premium to the 12
months Volume Weighted Average Price of $0.855 per share
– A 76% premium to the highest
bid price of $0.71 as at close on 13 September 2007
Mr Ian Ingram, Chairman of
BYI, said ‘The Board has reviewed in detail the various strategic options for
the shareholders and considered a number of indicative proposals from
interested third parties. The other proposals presented to the Board have
either been less attractive for BYI shareholders than the Navis Media proposal,
or were not sufficiently certain to enable the Board to properly assess them.’
‘We believe in Navis Media we have found excellent buyers for the
business, and have achieved a structure which provides liquidity for the
shareholders.’
‘In the absence of a
superior proposal and subject to confirmation from an Independent Expert that
the scheme is in the best interest of BYI shareholders, the non-executive
directors have unanimously agreed that the Navis Media offer is in the best
interests of the company and our shareholders and unanimously recommend that
BYI shareholders vote in favour of the resolutions to be proposed at the scheme
meetings and approve the scheme,’ he said.
Navis Media Pty Ltd is a
firm affiliated with Navis Capital Partners, one of Asia Pacific’s most
successful and experienced private equity firms. Navis has completed over 35 buyouts in the last ten years,
and manages funds in excess of US$1.5 billion. This transaction, if completed, would be their sixth
acquisition in Australia since 2003. Navis will partially fund the acquisition through debt facilities with BankWest,
the terms and conditions of which have been agreed subject to formal
documentation.
The Board expects that the
Scheme Booklet will be sent to shareholders in October, with the Scheme meeting
date to be held in November. Approval of the Scheme will require approval of 75% of the votes cast at
the meeting, and approval of a majority in number of those voting. The Scheme remains subject to approval
by FIRB and other normal and customary conditions.
In light of the Navis Media
proposal, the Board believes at the present time that it is not in the best
interests of Beyond shareholders to accept the takeover offer from Mariner
Financial Limited that was announced to the market by Mariner on 14 September
2007 on its current terms.
In the context of that bid,
the Board has taken legal advice and adopted protocols to identify any material
personal interests of its directors and to ensure that its directors are not
put into a position where their duties as directors of Beyond conflict with
their duties as directors of other companies.
Mr Robertson and Mr Borglund
believe that Mr Ingram and Mr Lee have already made invaluable contributions to
the Board’s consideration of various proposals from third parties within the
confines of those protocols, and are satisfied that it is in the best interests
of Beyond shareholders for them to continue in their current roles at the
present time.
For more information please
visit http://www.beyond.com.au/
[release from Shed Enterprises]