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Tech & Science Seven board to discuss Prime sweetener as shareholder tensions rise

23:48  08 december  2019
23:48  08 december  2019 Source:   brisbanetimes.com.au

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a group of people sitting at a table: Seven's board will discuss sweetening its offer for Prime on Monday.© Peter Rae Seven's board will discuss sweetening its offer for Prime on Monday.

Seven West Media's directors will host an urgent meeting on Monday morning to decide whether to put a sweetener on the table for Prime Media Group as fears mount that disgruntled shareholders in the regional broadcaster might scupper the takeover deal.

The board meeting comes less than two weeks ahead of the shareholder vote on December 19, with Prime set to meet with Bermuda-based billionaire Bruce Gordon on Tuesday. Mr Gordon, the owner of rival WIN TV, has an aggregate 19.5 per cent interest in Prime and 11.6 per cent voting power.

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Kerry Stokes' Seven has been meeting with shareholders since plans for the $64 million takeover deal were announced, but there have been growing concerns among executives at the media organisations that Australian Community Media executive chairman Antony Catalano might move to block the deal.

Prime shareholders get 0.4582 shares in Seven for each share they hold under the current terms, but independent expert Lonergan Edwards & Associates' report said the deal was "not fair but ... reasonable" and valued the shares at between 21¢ and 24¢, above the 18.3¢ to 20.6¢ price offered.

Seven chief executive James Warburton is considering improving the terms of the deal for Prime shareholders to avert a vote against the deal, potentially by including a special dividend that would bring the total amount within the range deemed to be "fair" in the independent assessors report, said sources close to Seven who declined to be named as the ongoing discussions are sensitive. The board would need to approve this at the meeting on Monday.

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Mr Catalano, who has built up a 14.57 per cent stake in Prime with Thorney Investment Group billionaire Alex Waislitz, is likely to fight for representation on the regional broadcaster's board if the deal is voted down. The vote requires approval from 50 per cent of shareholders and 75 per cent of votes cast.

Prime chairman John Hartigan has warned that derailing the takeover will result in more pain for the business with regional newsrooms facing a collapse scenario.

Shareholders like Regal Funds Managements' Philip King have also admitted they're not happy with the price though have agreed with the rationale for the merger.

"A special dividend in addition to the current terms would be enough to make us a yes," Mr King said.

"We see a lot of upside in the Seven West share price at the moment," he said. "The stock trades on a PE [price to earnings ratio] of five times compared to Nine [which trades] on a PE of 15 times," he said. Nine is the owner of this masthead.

"If James Warburton delivers as we expect him to, the stock could double or triple over the next 12 months. That would make the value of the Prime takeover bid very attractive."

On the day the transaction was announced major shareholder Spheria Asset Management's Matthew Booker said he saw merit in the deal. Mr Booker said if there was a special dividend then he considered it the "cream on top ... we'd be happy to take it for clients".

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