APN Outdoor Group Limited (ASX: APO) has entered into a Scheme Implementation Deed with JCDecaux SA (JCDecaux), under which JCDecaux has agreed to acquire 100% of the issued share capital of APN Outdoor for the total consideration of A1.1 Bn ($830 Mn). Under the terms of the agreement, JCDecaux will pay A$6.70 to APN Outdoor Group in cash for each share and it is equivalent to an equity value of circa A$1.119 Bn which is valued at an EV of $1,217 Mn, implying an EV / FY18E EBITDA multiple of 12.9x. The transaction is expected to be completed by end of FY18.
According to the Managing Director, Mr. James Warburton, the recommended acquisition of APN Outdoor by JCDecaux represents an excellent outcome for its shareholders, staff, and partners. As a result of this, the 100% cash consideration will give certainty of value to APN Outdoor shareholders and provide an opportunity to realize their investment for cash, in full.
The Board of Directors also intends to declare a fully franked special dividend of up to $0.30 per share immediately prior to implementation of the Scheme. The Special Dividend would have up to $0.13 per share in franking credits attached. It remains at the discretion of the Company’s Board whether the dividend is ultimately declared and paid. If the Special Dividend is paid, then the Scheme Consideration would be reduced by the cash amount per share of any such dividend. The scheme is subject to certain conditions such as approval from Australian Competition and Consumer Commission, the Australian Foreign Investment Review Board (FIRB) and the New Zealand Overseas Investment Office (OIO). The company will provide an update on the expected quantum of the Special Dividend at the 1H18 results announcement in August 2018.
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