25 July – LAWFUEL – The Law News Network – Bell Gully advised Independent Newspapers Limited (INL) on the complex merger with New Zealand pay TV operator Sky TV Limited, a transaction valued at approximately NZ$3 billion.
Under the terms of the deal, Sky TV and 78-per-cent owner INL were acquired and then amalgamated into a new company, renamed Sky Network Television Limited (the same as the former Sky TV).
Shareholders of INL and Sky received a mixture of cash and scrip consideration for their shares. The merged company is listed on the NZSX and the ASX and is among the NZXs top 10 stocks.
Bell Gully advised INL and was responsible for the legal structure of the merger which was organised under a scheme of arrangement. It required INL shareholder, Sky TV shareholder and High Court approvals.
The firm also obtained the necessary regulatory approvals (including those for NZX and ASX listings), and prepared shareholder meeting materials satisfying NZ and Australian prospectus requirements.
Corporate partner Andrew Brown led the Bell Gully team, assisted by Charlotte Hedley. Jill Mallon obtained the Court approvals and Graeme Smaill advised on taxation matters.