Friday, October 19, 2007

Publishing & Broadcasting to Proceed With Asset Split (Update 1)

2007-10-17 04:30 (New York)

By Robert Fenner

Oct. 17 (Bloomberg) -- Publishing & Broadcasting Ltd., Australia's largest casino owner, will proceed with plans to split its media and gaming assets into separate companies after gaining court approval for a shareholder vote.

The board has unanimously recommended the split with shareholders to vote on the plan on Nov. 23, Sydney-based Publishing & Broadcasting said in a statement today. KPMG Corporate Finance, an adviser to the company, said the separation is in the best interests of shareholders.

Publishing & Broadcasting, controlled by Australia's richest man James Packer, is going ahead with the split after gaining clarification from the government on how its plan to return
A$2 billion ($1.8 billion) to shareholders will be taxed.

The proposal ``will provide shareholders with a unique opportunity to participate in a world class gaming company and a strong and growing pure-play media company,'' Packer said in the statement.

Publishing & Broadcasting shares fell 11 cents to A$20.14 at the 4:10 p.m. close of trading in Sydney, extending this year's loss to 5.7 percent. The announcement was made after the market closed.

The company had deferred the vote two days ago after theMinister for Revenue said there may be changes to the way such splits are treated.

The minister has since clarified his remarks and the mooted changes won't apply to deals announced to the Australian Stock Exchange before Oct. 13. The company revealed its plans on May 8.

Split Plan

Under its proposal, investors will receive one share in each of the new companies, to be known as Consolidated Media Holdings and Crown, as well as A$3 cash for every Publishing & Broadcasting share they own.

Packer's family company, Consolidated Press Holdings Ltd., which owns 37 percent of Publishing & Broadcasting, will keep the same level of interest in the two new companies.

The proposed split is the second major restructure since Packer inherited the company after the death of his father, Kerry, in December 2005.

Last year he sold half the company's media assets, which include Australia's biggest magazine publisher and second-ranked television network, into PBL Media, a joint venture with buyout firm CVC Asia Pacific Ltd. to raise A$4.5 billion for acquisitions. In June he sold a further 25 percent stake to CVC.

The company's gambling assets include Crown casino inMelbourne, Australia's biggest, Burswood in Perth and 50 percent of U.K. operator Aspinall's.

Gaming Interests

The company opened the Crown Macau in May, its first casino in the former Portuguese colony near Hong Kong, through a 41.4 percent owned joint venture with Melco International Development Ltd.

The venture, known as Melco PBL Entertainment (Macau) Ltd., raised $1.14 billion in an initial share sale in December.

In April, Packer teamed up with Macquarie Bank Ltd. to offer C$1.37 billion ($1.4 billion) for Canada's Gateway Casinos Income Fund. Later the same month, he bought a 19.6percent stake in Fontainebleau Resorts LLC, which is building a casino in Las Vegas.

The media company will own the remaining 25 percent stake in PBL Media, as well as Publishing & Broadcasting's interests in pay TV networks Foxtel Management Pty. and Fox Sports and Internet assets.

--Editor: Maguire (gan)

To contact the reporter on this story:Robert Fenner in Sydney +61-2-9777-1235 or rfenner@bloomberg.net

To contact the editor responsible for this story:Fergus Maguire at +81-3-3201-2423, or fmaguire@bloomberg.net

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