ARN ups its bid for SCA

Chris Pash
By Chris Pash | 15 March 2024
Credit: Nick Karvounis via Unsplash

Broadcaster ARN Media and private equity firm Anchorage Capital Partners, fresh from having their takeover proposal of competitor SCA rejected, has sweetened the offer.

The complicated offer, made in October last year, valued SCA at $330 million, made up in part cash and part shares.

SCA shareholders would get 0.753 ARN shares and 29.6 cents cash per SCA share.

ARN has now increased the ARN exchange ratio to up to 0.870 ARN shares per SCA share, subject to the satisfactory completion of outstanding due diligence.

Based on the last closing price of ARN shares before to the bid was made, this increased offer would mean an extra 10 cents of value per SCA share. 

SCA's board earlier this month rejected the original proposal, saying it was "not in the best interests" of SCA shareholders. 

However, SCA was "willing to consider any revised proposal".

ARN disagrees with the SCA board of directors and sees the deal as a "unique opportunity for SCA and ARN shareholders to unlock immediate and long-term value creation in broadcast radio and digital audio".

"Since the Indicative proposal was made, the quality and composition of SCA earnings has changed," said ARN.

"Revenue has declined in SCA’s broadcast radio and television operations."

SCA reported revenue down 2.9% to $252.6 million for the half year to December and net profit after tax at $4.4 million, a drop of 71.1%.

ARN says SCA's cost saving program, said to deliver about $20 million in savings in the current financial year, has yet to be independently reviewed by ARN due diligence advisers.

Since the SCA board rejected the offer, after a long due diligence process, a significant SCA shareholder is leading a revolt against the board of directors.

Spheria Asset Management has given notice it will try to remove the broadcaster's chairman, Robert Murray.

The funds manager, holding more than more than 5% of the company's shares, has given notice that it intends to call a general meeting of shareholders to vote to remove Murray.

ARN now says it will vote 8% of issued share capital in SCA that it holds in favour of Spheria's proposed resolutions at a general meeting of SCA shareholders.

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