공시 • Jan 07
Southern Cross Media Group Limited (ASX:SXL) completed the acquisition of Seven West Media Limited (ASX:SWM).
Southern Cross Media Group Limited (ASX:SXL) entered into a Scheme Implementation Deed to acquire Seven West Media Limited (ASX:SWM) for approximately AUD 200 million on September 30, 2025. SWM shareholders will receive 0.1552 SCA shares for every SWM share, which would result in SWM shareholders and SCA shareholders owning 49.9% and 50.1% of the combined business. SWM and SCA have agreed that Jeff Howard will be the Managing Director and CEO of the combined group and John Kelly will assume the role of Group Managing Director, Audio. Kerry Stokes AC will assume the role of Chair of the Board of Directors until stepping down from the Board in February 2026 and transitioning the role to Heith Mackay-Cruise. The Proposed Merger will be effected by way of a SWM scheme of arrangement, with the unanimous recommendation of the SWM Board. SWM shareholders will need to approve the Scheme, with at least 75% of votes cast and more than 50% of shareholders present in favor of the transaction. The Scheme Implementation Deed is subject to customary conditions and regulatory approvals for a transaction of this kind (including ACMA, ACCC and ASX approvals), and the approval of SWM shareholders. The Scheme Meeting for SWM shareholders will be held at 10:00 am (Sydney time) on Monday, December 22, 2025. The transaction is expected to be effective on December 24, 2025 and implementation date is expected to take place on January 7, 2026. On November 13, 2025, the Australian Competition and Consumer Commission (ACCC) has approved the transaction and remains subject to additional remaining conditions precedent including SWM shareholder approval and approval from the Australian Communications and Media Authority. As per the announcement dated November 27, 2025 the transaction has been approved by Australian Communications and Media Authority.
Barrenjoey Capital Partners act as financial advisor and Rebecca Maslen-Stannage and Linda Evans of Herbert Smith Freehills act as legal advisor for Seven West Media Limited. UBS Securities Australia Ltd act as financial advisor and Corrs Chambers Westgarth act as legal advisor for Southern Cross Media Group Limited. Kroll, LLC acted as fairness opinion provider to Southern Cross Media Group Limited. Lonergan Edwards & Associates Limited acted as fairness opinion provider to Seven West Media Limited. Boardroom Pty Limited acted as registrar to Seven West Media Limited. Computershare Investor Services Pty Limited acted as registrar to Southern Cross Media Group Limited. KPMG Financial Advisory Services (Australia) Pty Ltd., Accounting & Auditing Arm acted as accountant to Seven West Media Limited.
Southern Cross Media Group Limited (ASX:SXL) completed the acquisition of Seven West Media Limited (ASX:SWM) on January 7, 2025. Southern Cross Media Group has successfully completed its acquisition of all shares in Seven West Media through a scheme of arrangement, which received near-unanimous shareholder approval in December 2025 and was sanctioned by the NSW Supreme Court on 12 September, 2025. Effective immediately, Jeff Howard has been appointed as Managing Director & CEO, succeeding John Kelly, who transitions to Southern Cross Group Managing Director, Audio. Craig Haskins, Seven's CFO, will retire after a transition period, with Toby Potter serving as interim CFO. The Southern Cross Board welcomes new members Kerry Stokes AC as Interim Chair, Ryan Stokes AO, Michael Malone, Teresa Dyson, and Jeff Howard, joining existing directors Heith Mackay-Cruise, Marina Go, and Ido Leffler. Kerry Stokes will step down as Chair in February 2026, with Heith Mackay-Cruise taking over, and Michael Malone will also step down as a Director at that time.