QMS Media Limited (ASX:QMS, QMS Media or the Company) has today entered into a Scheme Implementation Deed (SID) with an entity controlled by Quadrant Private Equity, and its institutional partners (together, Quadrant), under which Quadrant has agreed to acquire 100% of the issued share capital of QMS Media via Scheme of Arrangement (Scheme) in an all cash offer of A$1.22 per share (Scheme Consideration) subject to the Rollover Shareholders (as defined below) being entitled to elect to receive a percentage of their Scheme Consideration as scrip consideration.
Subject to QMS Board approval, QMS Shareholders will also be entitled to receive a final dividend of up to 1.3 cents per share for the financial year ending 31 December 2019 (Final Dividend). The payment of the Final Dividend will not alter the Scheme Consideration that is payable under the Scheme.
The Scheme Consideration values QMS Media’s equity at approximately $420.6 million and an enterprise value (EV) of $571.6 million, implying an EV/CY19 EBITDA multiple of 9.4x
The Scheme Consideration of A$1.22 per share represents:
- 36.3% premium to the undisturbed closing price on 23 October 2019 of $0.895 per share
- 39.1% premium to the 3-month VWAP to 23 October 2019 of $0.877 per share
- 48.9% premium to the 6-month VWAP to 23 October 2019 of $0.819 per share