Blackstar Group is planning to buy 100% of Times Media Group and 22.9% of Kagiso Tiso Holdings in exchange for cash and shares in Blackstar. Following the completion of the transaction, Blackstar will change its name to “Tiso Blackstar group SE”
Blackstar already owns 32.5% of Times Media Group. To buy the remainder Blackstar will put up R500m (£28.8m) of cash and issue shares in Blackstar up to 123.7m new chares in Blackstar. The cash part of the deal values Times Media Group at R22 per share – a 10.9% premium to the closing share price before the announcement of the deal. the shares part equates to a price of R24.5 per share. there is also a 30 cent dividend to come.
The Tiso deal relates to a R10bn privately held investment fund, Kagiso Tiso Holdings (“KTH”), with interests in the resources, financial services, media, property and infrastructure sectors. Larger investments include Kagiso Media, MMI Holdings, Exxaro, Actom and Fidelity Bank in Ghana. Tiso shall reverse into Blackstar its equity interest in KTH for an aggregate amount of R2.06bn (£118.8m) in exchange R485m (£27.9m) in cash and 92.8 million new BLCK Shares issued at a price of R16.91 (£0.98) per share, which is net asset value for both companies so existing shareholders aren’t diluted. Tiso will end up with a 35% stake in Blackstar if everything is approved – hence the name change.
The founders and major shareholders of Tiso will end up involved in the day to day running of the merged group. Tiso Blackstar’s Chief Executive Officer will be Andrew Bonamour, Blackstar’s founder. Andrew will be joined by David Adomakoh and Nkululeko Sowazi who, pursuant to the Tiso Agreement, will assume active roles in Tiso Blackstar’s management through key Chairmanship roles within the Tiso Blackstar Group. Adomakoh will become Chairman of Tiso Blackstar (the Group’s listed holding company) and Sowazi will serve as a non-executive director of Tiso Blackstar and become Chairman of Tiso Blackstar South Africa (the Group’s primary advisory entity). Tiso Blackstar’s senior management, comprising Bonamour, Adomakoh and Sowazi, shall be supported by the Group’s existing team of investment professionals.
BLCK : Takeover and merger deals planned for Blackstar