QMS Media has entered into a Scheme Implementation Deed (SID) with an entity controlled by Quadrant Private Equity, and its institutional partners, under which Quadrant has agreed to acquire 100% of the issued share capital of QMS Media via Scheme of Arrangement (Scheme) in an all cash offer of A$1.22 per share (Scheme Consideration) subject to the Rollover Shareholders (as defined below) being entitled to elect to receive a percentage of their Scheme Consideration as scrip consideration.
After previously owning APN Outdoor, Quadrant has returned to the out of home sector.
The deal of $1.22 per share values QMS Media equity at approximately $420.6 million, and at an enterprise value of $571.6 million.
Subject to QMS board approval, QMS shareholders will also be entitled to a final dividend of up to 1.3 cents for the financial year ending 31 December 2019. The payment of the final dividend will not alter the Scheme Consideration that is payable under the Scheme.
QMS Media’s board of directors unanimously recommend that QMS Media shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of QMS Media shareholders.
QMS Media chairman Wayne Stevenson said: “Having fully considered a range of strategic alternatives in relation to some or all parts of the QMS business, including the receipt of an unsolicited proposal from Quadrant, the board believes this offer allows QMS shareholders to realise significant value for their shares. Since QMS Media’s initial public offering in 2015, QMS Media has delivered significant shareholder value, as illustrated by the increase from its IPO price of $0.65 to the Scheme Consideration of $1.22”.
QMS Media chief executive officer Barclay Nettlefold said: “The recommended acquisition of QMS by Quadrant represents an excellent outcome for our shareholders, partners and employees. It is a testament to our sustained growth in a challenging market, and our continued market leading digital revenue contribution, led by our strong and experienced executive management team.”
Quadrant Private Equity partner Jonathon Pearce said: “We are delighted to have an opportunity to partner with Barclay and his experienced team. QMS has a proven track record of delivering sustainable growth. Under Barclay’s continued leadership and with Quadrant providing additional capital, we believe the business will continue to grow and deliver innovative market leading solutions to customers across the Australia & New Zealand Media and Global Sports divisions.”