ASX Clears Path for Southern Cross Media’s Merger with Seven West Media
The ASX has granted key waivers allowing Southern Cross Media to proceed with its acquisition of Seven West Media without shareholder approval, smoothing the way for a major media consolidation.
- ASX grants waiver of Listing Rule 10.1 for acquisition of SWM shares held by Spheria Asset Management
- No shareholder approval required for the merger under Listing Rule 11.1
- Independent expert to assess transaction’s benefits for Southern Cross Media shareholders
- Transaction structured as a scheme of arrangement under the Corporations Act
- ASX confirms no backdoor listing or fundamental change in business nature
ASX Waivers Clear Regulatory Hurdles
Southern Cross Media Group (SCA) has received crucial regulatory green lights from the Australian Securities Exchange (ASX) to move forward with its proposed merger with Seven West Media (SWM). Announced on 30 September 2025, the deal involves SCA acquiring all issued shares of SWM through a scheme of arrangement, a common legal mechanism for such takeovers.
The ASX’s waiver of Listing Rule 10.1 is particularly significant. This rule typically requires shareholder approval when acquiring substantial assets from influential shareholders. In this case, Spheria Asset Management, a major shareholder in both companies, holds nearly 13.14% of SCA and 9.84% of SWM. The waiver permits SCA to acquire Spheria’s SWM shares without triggering the need for shareholder approval, on the basis that Spheria did not influence the transaction terms and has no board representation.
No Shareholder Approval Required Under Listing Rule 11.1
Further, the ASX confirmed that the merger does not require shareholder approval under Listing Rule 11.1, which governs significant changes in a company’s activities. The ASX reasoned that since both SCA and SWM operate diversified media businesses with overlapping broadcasting, publishing, and digital content platforms, the transaction does not represent a fundamental change or a backdoor listing.
This confirmation removes a potential procedural hurdle and signals regulatory confidence that the merger aligns with existing business operations rather than a radical shift.
Independent Expert to Assess Shareholder Interests
While shareholder approval is not mandated, SCA has committed to appointing an independent expert to evaluate whether the merger serves the best interests of its shareholders. The transaction’s progression hinges on this expert’s positive conclusion, which must remain unchanged for a defined period after the report’s publication and the scheme booklet’s registration.
This step provides an additional layer of scrutiny and reassurance for investors, ensuring that the merger’s value proposition is objectively assessed.
Implications for the Australian Media Landscape
The merger between two of Australia’s leading media companies, SCA, known for its extensive radio networks and digital audio platform LiSTNR, and SWM, a major player in publishing and broadcasting, promises to reshape the media sector. By combining resources and audiences, the merged entity could enhance content delivery and advertising reach, potentially driving competitive advantages in a rapidly evolving digital environment.
However, the transaction’s success will depend on regulatory approvals beyond the ASX waivers, shareholder sentiment following the independent expert’s report, and the companies’ ability to integrate operations effectively.
Bottom Line?
With ASX approvals secured, all eyes now turn to the independent expert’s verdict and the merger’s next regulatory milestones.
Questions in the middle?
- Will the independent expert endorse the merger as beneficial for SCA shareholders?
- How will the combined entity navigate integration challenges across diverse media platforms?
- Could further regulatory scrutiny or shareholder opposition still impact the transaction’s timeline?
