bodyType

customContents

entityId

entityUuid

articlePageQuery

filter

article

articleBaseAdvertisingInfoArticle

articleListArticle

articleSeoArticle

helpersCheckIsPostiesArticle

hooksArticleAcknowledgementGateOverlayArticle

hooksTrackPageViewArticle

hooksContentInterestArticle

articleLinkingDataContent

articleSchemaContent

liveArticle

advertZone

sentiment

contentLock

topics

types

sections

moreOnThisArticles

urlAlias

commentCount

sponsorType

authorLocations

authors

paywallTypes

corrections

displaySlideShow

multimediaEmbed

printHeadline

seriesContainer

socialHeadline

headline

flag

firstTopic

glossary

flattenTypeIds

publishedDate

additionalInfoBoxes

images

image

relatedLinks

relatedNewsletters

__typename

createdDate

sponsor

factSheets

series

disableOffPlatformContent

published

updatedDate

summary

subHeadline

body

keywords

copyrighted

customTimezone

liveContents

SCMP Reporter

A $1.15 BILLION takeover of entertainment and magazine group TVE has been launched by South China Morning Post (Holdings).

  News of the takeover was released yesterday after trading in the shares of both companies was suspended on Monday.

  Under the takeover shareholders in TVE are being offered one SCMP share for two TVE shares.

  Robert Kuok, who is chairman of SCMP, has a 34.9 per cent interest in both companies.

  He has made known he will tender his holdings in TVE to the offer. SCMP needs to control at least 50 per cent of TVE shares for the deal to go through.

  No agreement has been made between companies linked to Mr Kuok and any other shareholder in TVE in relation to the takeover, said the SCMP.

  'The directors believe that there are potential synergies between some of TVE's operations and SCMP's existing business,' it said.

  In addition the takeover offered the chance for the newspaper company to diversify its earnings sources and asset base.

  On completion of the takeover Mr Kuok plans to maintain the TVE listing and will maintain his 34.9 per cent holding in SCMP.

  Shares in both companies are due to begin trading today. On Monday, before the suspension of trading at lunchtime, SCMP shares were traded at $5.55, unchanged on the Friday close, and TVE were at $2.60, up 15 cents on the session.

  Under the deal the SCMP will issue 210 million new shares to pay for the acquisition.

  This issue represents 14 per cent of the existing issued share capital of SCMP and 12.3 per cent of the planned enlarged issued share capital of the company.

  SCMP's offer values the TVE shares at $2.745. This assumes the value of SCMP shares is $5.49, after taking into account a six-cent a share interim dividend payment, due in March. The new shares under the deal will not be entitled to the dividend payment.

  The SCMP statement said the $2.745 a share offer is a 12 per cent premium to the $2.45 close on Friday, February 9.

   It represents a 26.8 per cent premium to the average close of $2.165 over the previous 10 days.

  SCMP is the oldest English language newspaper publisher in the territory. The group is also a retailer of books, newspapers and magazines through four Family Bookshop outlets.

  The takeover plan needs SCMP shareholder approval.

  Meanwhile, TVE announced last night an independent committee would be appointed to advise the shareholders of the company on the deal.

MAIN POINTS AT-A-GLANCE THE DEAL TVE shareholders are being offered one SCMP share (worth $5.49) for every two TVE shares (worth $2.745);  The deal values TVE at $1.15 billion;  To succeed it needs SCMP independent shareholder approval, plus SCMP control of at least half of TVE shares; On completion of the deal the TVE listing is expected to be maintained, with chairman Robert Kuok's interest in SCMP remaining at 34.9 per cent.

 TVE ASSETS INVOLVED Magazines including TV Week, Automobile, Champion and Amoeba along with Hearst Corporation names Harper's Bazaar and Cosmopolitan;  A holding of 83.3 per cent in Capital Artists;  Fifty-one Centrepoint stores;  Property including TV City, at Lot 214, Clear Water Bay Road, Kowloon. Seven residential apartments and 10 car parking spaces at 71 Rockford Mansion and 38 Broadcast Drive, Kowloon.



Post in $1.15b TVE bid