Fairfax shareholders a clear yes on Nine merger

Fairfax Media shareholders have voted 88.6 per cent in favour of the $4bn merger with Nine Entertainment Co with the two media giants tipped to join by the end of the year.

The vote in Sydney came despite a last ditch application by former Domain chief executive James Catalano for a 19.9 per cent stake in Fairfax Media to ward off the proposal.

After the vote, Fairfax Media chairman Nick Falloon issued a statement to the Australian Stock Exchange (ASX) saying shareholders had unanimously supported the bid to merge the two companies and that the merged entity would deliver a stronger digitally focussed media organisation with a compelling multi-platform audience reach.

The merger now must go before the Federal Court of Australia on November 27 for final approval. If that is granted, Fairfax Media proposes to lodge that to the Australian Investment and Securities Commission (ASIC) the following day.

Fairfax shares will be suspended from trading on the ASX from the close of trade on Wednesday November 28.

Before the vote, Fairfax Media released a statement to the ASX advising shareholders to vote for the merger saying Mr Catalano’s offer did not constitute a superior proposal under the terms of the scheme.

“The letter from Mr Catalano does not constitute a Superior Proposal under the terms of the Scheme Implementation Agreement between Fairfax and Nine, and therefore the Fairfax board is unable to consider it in any event,” the statement says.

The statement came after Fairfax Media reported that Catalano had offered to buy a 19.9 per cent stake in Fairfax at above market price to purse a “multi-pronged strategy” to generate more value for the publisher’s shareholders by selling non-core assets, building the Domain franchises and pursuing other asset sales.

Catalano reportedly holds a one per cent stake in Fairfax and Domain.

The amalgamation includes all of Fairfax’s print mastheads and radio interests in Macquarie Media, Nine’s free-to-air television network, along with a digital portfolio holding Domain, Stan and 9Now.

It also comes after Fairfax and New Corp began sharing their print operations earlier this year.

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