Canwest Independent Directors Recommend Acceptance
For Immediate Release
Friday, 8 June 2007
Canwest Mediaworks Independent Directors
Recommend Acceptance Of Takeover Offer
The Independent Directors of CanWest MediaWorks (NZ) Limited have unanimously recommended in the Target Company Statement sent out today that MediaWorks’ shareholders and optionholders accept the offer by HT Media Limited, a company associated with Ironbridge Capital Limited. The offer is to buy the Company’s shares at $2.33 per share and the Company’s options for a range of prices between $0.90 and $0.64. The price for shares has been adjusted from $2.43 to take account of the payment today of a special dividend of 10 cents per share.
On 8 May 2007, HT Media announced that it had signed a lock-up agreement to purchase the CanWest Group’s approximately 70% shareholding in the Company (subject to certain regulatory approval). On 15 May, it issued a Takeover Notice to acquire the remaining 30% of the Company’s shares. The Takeover Offer which has been sent to shareholders today relates to all of the shares in the Company and all of the options held by certain employees of the Company.
Chair of the Company’s Independent Directors, David Jackson, said: “Our unanimous recommendation is based upon our understanding of the sale process and after careful examination of the Takeover Offer and the Independent Adviser’s report provided by Grant Samuel.”
“The Takeover Offer followed a competitive sale process which was conducted by the CanWest Group, and concluded with a lock-up agreement being signed by CanWest MediaWorks Ireland Holdings with HT Media. Under that agreement, approximately 70% of the Company’s shares have been sold subject to the Takeover Offer becoming unconditional. This made a change in control of the Company an inevitability. Another important factor in our decision was that the Offer of $2.33 was within the value range determined independently by Grant Samuel,” said Mr Jackson.
The Target Company Statement, which includes a full copy of the Grant Samuel Independent Adviser’s Report, along with HT Media’s Takeover Offer and associated documents, has been posted to all of the Company’s shareholders today. Shareholders will have until Monday, 9 July 2007 to accept the Takeover Offer.
About CanWest MediaWorks (NZ) Limited
CanWest MediaWorks (NZ) Limited (NZX: MWL) (website: www.mediaworks.co.nz) is New Zealand’s leading private sector broadcast media company. Through its wholly owned subsidiaries, CanWest TVWorks Limited and CanWest RadioWorks Limited, it owns and operates the TV3 and C4 television networks, national radio brands The Edge, The Rock, More FM, Kiwi FM, RadioLIVE, Radio Pacific/Radio Trackside, Solid Gold and The Breeze, plus several local radio stations.
About CanWest Global Communications Corp.
CanWest MediaWorks NZ is a majority owned subsidiary of CanWest Global Communications Corp. (www.canwestglobal.com), (TSX: CGS and CGS.A), an international media company and Canada’s largest media company. CanWest is Canada’s largest publisher of daily newspapers and also owns, operates and/or holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Singapore, Indonesia, the United Kingdom and the United States.