M&A team advise QMS Media on $570 million Quadrant Private Equity takeover via scheme of arrangement

Corporate - 11 February 2020

Lander & Rogers has advised ASX-listed out-of-home media business QMS Media Limited (QMS) on its acquisition by entities associated with Quadrant Private Equity (Quadrant).

On 29 October 2019, QMS announced it had entered into scheme implementation documentation with Quadrant, under which Quadrant agreed to acquire 100% of the issued share capital of QMS via a scheme of arrangement (Scheme) in an all cash offer of $1.22 per share. The deal valued QMS' equity at approximately $420 million and implied an enterprise value exceeding $570 million.

On 6 February 2020, the shareholders of QMS overwhelmingly voted to approve the scheme, which was then approved by the Federal Court on 10 February and has now become effective.

QMS is a leading outdoor media company in Australia and New Zealand, specialising in premium landmark digital and static billboards, street furniture, sport and transmit media. QMS manages over 3,000 individual global sporting events annually and has the #1 in stadium presence in Australia. QMS has stated a vision of developing QMS as a global integrated sports platform with a unique multi-channel strategy across technology, infrastructure, media rights, events, talent management and merchandise.

Lander & Rogers advised QMS on all aspects of the scheme.  This included advising the board of QMS on various matters, including director recommendations in the context of additional benefits accruing to certain directors, treatment of performance rights and declaring a final dividend.  Lander & Rogers also negotiated the scheme documents with Gilbert + Tobin, advising Quadrant, and prepared and verified the scheme booklet sent to QMS shareholders and settled with ASIC.  Further, advice was given to QMS regarding the preparation for the court hearings, including drafting the requisite affidavits, and the conduct of the scheme meetings themselves. 

Lander & Rogers Lead Partner Peter Monk said, "It has been an amazing journey supporting QMS' executive team, board and shareholders through the company's entire lifecycle as an ASX listed entity.  Over more than five years, members of our team have supported QMS moving from strength to strength in a rapidly evolving advertising and media landscape.

"From QMS' creation via an 8-way M&A roll up and listing on the ASX, through its four-fold expansion across Australia and overseas in as many years, and now to its public-to-private move through a scheme of arrangement with Quadrant Private Equity, life as QMS' legal adviser is always busy, hugely rewarding and never ever dull.  The team at Landers looks forward to continuing to support the business as this next chapter unfolds."

 

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