Dec 14 (Reuters) - APN Outdoor Group Ltd (APO) and oOh!media Ltd (OML) :
- Apn Outdoor and oOh!media to merge
- Apn Outdoor Group and oOh!media to merge, creating a leading, diversified media group
- An all-share ('scrip') transaction, where oOh!media shareholders will receive 0.83 APN Outdoor shares for each oOh!media share held
- Transaction will create group with a pro forma market capitalisation of approximately $1.6 billion
- oOh!media's board of directors unanimously recommends that ooh!media shareholders vote in favour of scheme
- Directors of APN Outdoor and oOh!media unanimously agree that transaction is in best interests of their respective shareholder groups
- On completion of transaction, existing apn outdoor and ooh!media shareholders will own 55% and 45% respectively of merged group
- Merger is forecast to achieve cost synergies of at least $20 million per annum
- Transaction is expected to deliver fy16 pro forma eps accretion of 14.7% and 14.2% respectively to existing Apn Outdoor and oOh!media shareholders
- Enhanced financial scale and balance sheet strength, with estimated december 2016 pro forma net debt/fy16 pro forma ebitda of 1.2x.4
- Merged group fy16 pro forma ebitda of $171 million
- Doug Flynn will be appointed as merged group's chairman, Brendon Cook as merged group's CEO and managing director, and Wayne Castle as CFO
- APN and oOh!meedia agreed cos will cap final dividends for (fy16) at 12.5 cents and 10.0 cents per share respectively
- Highbury Partnership and Macquarie Capital are acting as financial advisers to oOh!media
- Cadence advisory and UBS are acting as financial advisers to apn outdoor
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