MRN Extraordinary General Meeting – 25 March
Following the ACCC 'green light' of the Fairfax/Macquarie merger, the next item on the merger list is obtaining the approval of Macquarie shareholders (MRN).
MRN has released their explanatory memorandum. At 168 pages it covers all the bases for the final steps of the merger of the two networks, the structure and financials.
An Extraordinary General Meeting will be held on 25 March. The explanatory memorandum is squarely aimed at securing shareholder support. The memorandum states:
It explains in detail the proposed merger transaction, which would see MRN acquiring 100% of the share capital of Fairfax Radio Network Pty Ltd, in exchange for the issuance of new MRN Shares to Fairfax and an equalising cash payment to Fairfax of approximately $18 million based on the net debt positions of FRN and MRN.
On finalisation, current MRN shareholders will hold 45.5% of the new entity with Fairfax the major shareholder owning the remaining 54.5% of the MRN Shares on issue.
The management structure of the new company will see Russell Tate, currently Executive Chairman and CEO of MRN, head the merged operations as Executive Chairman for an interim 12 months.
Fairfax’s current MD Adam Lang (pic) will be appointed Chief Operating Officer. In addition to Russell Tate, the Board will comprise a second MRN nominee, two Fairfax nominees, and one independent Director.
You can read more on the ACCC approval and conditions in our earlier report here.