The Business Herald’s markets and banking reporter.

Sky's $5b merger gets quickfire OK from shareholders

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Sky Television shareholders spent about 20 minutes giving approval to the merger plan with Vodafone at today's special meeting. Photo /Dean Purcell
Sky Television shareholders spent about 20 minutes giving approval to the merger plan with Vodafone at today's special meeting. Photo /Dean Purcell

Sky Television's $5 billion merger with Vodafone New Zealand, which got the green light from the pay TV operator's investors this morning, is set to transform New Zealand's media landscape.

But Sky shareholders had remarkably little to say during the meeting held to approve the transaction at Auckland's Pullman hotel.

Only two questions were asked, with only one of those directly related to the merger.

The meeting was over in under 20 minutes.

The first question came from a shareholder who requested clarification on the risks of the deal, which still requires Commerce Commission and Overseas Investment Office approval.

READ MORE:
Sky Television shareholders back Vodafone deal
Sky-Vodafone deal heads to shareholder vote

That prompted Sky TV chief executive John Fellet to carry a copy of the merger's explanatory memorandum over to chairman Peter Macourt, who was addressing shareholders from the podium.

Macourt then went through potential dangers disclosed in the document, such as completion and integration risks and uncertainty around the market value of shares.

The second and final question related to the continuation of dividend payments.

Macourt provided reassurance that the firm was on track to return cash to investors, which seemed to please the crowd.

From there the meeting moved on to the casting of votes on three resolutions - approval of the acquisition, approval of new debt being taken on by Sky and the approval of a share issue.

As the event came to a close, Macourt encouraged shareholders to hang around and enjoy the morning tea spread Sky had put on.

To be fair, the outcome of today's meeting was decided before it began.

Close to 80 per cent of the votes were cast by proxy ahead of the meeting.

Almost all of those were in favour of the deal, which involves Sky acquiring Vodafone NZ for $3.44 billion through the issue of new shares at $5.40 a piece and $1.25 billion in cash, giving Vodafone Europe a 51 per cent share in the combined group.

Overall, 99.96 per cent of votes were cast in favour of each of the three resolutions.

After the meeting, Macourt said Sky was delighted with strong support shareholders had shown for the merger.

"This is a great endorsement from our shareholders of this significant transaction, which Sky's board believes provides an unprecedented opportunity to create an integrated telecommunications and media group that is truly innovative in the New Zealand market and that embraces the digital future," he said.

Through the merger, Sky hopes to address some of the key challenges it faces in a fast-changing media environment, such as competition from high-speed broadband and the rise of streaming services such as Netflix.

Sky plans to borrow $1.8 billion from Vodafone to fund the purchase, repay its existing debt and fund the working capital needs of the group after the merger.

The pay TV firm and Vodafone have offered "bundled" broadband, phone service and pay-TV packages for around 10 years.

The deal, scheduled to be completd by the end of the year, is expected to reduce costs for the merged entity and make being a customer of both companies a more attractive proposition for consumers.

The merged business will have roughly 4000 staff and revenue of around $3 billion.

• Sky TV and Vodafone NZ are seeking permission to merge

• Sky shareholders have just overwhelmingly voted to approve the plan

• The proposal, which still requires Commerce Commission approval, involves Sky acquiring Vodafone New Zealand for $3.44 billion through the issue of new shares, giving Vodafone Europe a 51 per cent share in the combined group, and cash of $1.25 billion.

• Sky plans to borrow $1.8 billion from Vodafone to fund the purchase, repay its existing debt and fund the working capital needs of the group after the merger.

• Sky and Vodafone have offered "bundled" broadband, phone service and pay-TV packages for around 10 years, but the deal is expected to reduce costs for the merged entity and make being a customer of both firms a more attractive proposition for consumers - by offering mobile phone services, for instance.

• The merged business will have roughly 4000 staff and revenue of around $3 billion.

- NZ Herald

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The Business Herald’s markets and banking reporter.

A business journalist for more than four years, he also writes the weekly Stock Takes column.Christopher’s main focus is the local sharemarket and issues facing Kiwi investors. He covered manufacturing and retail in his previous Herald role and maintains a special interest in New Zealand’s growing trade relationship with China.

Read more by Christopher Adams

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