JCDecaux SA (Euronext Paris: DEC), the number one outdoor advertising company worldwide, has announced that it is to acquire a minority stake, through its wholly owned subsidiary JCDecaux Innovate incorporated in Hong Kong, in a consortium of investors which formed a special purpose vehicle (“Offeror”) to make a voluntary conditional cash offer to acquire all of the shares in the entire issued share capital of Clear Media Limited, a company listed on the Hong Kong Stock Exchange.
Clear Media is the largest operator of bus shelter advertising panels in the People’s Republic of China, operating a total of more than 57,000 panels covering 25 cities as of December 31, 2019.
The offer price of HK$7.12 per share represents a total value of approximately HK$3,857 million for all Clear Media’s outstanding shares, of which 23% or HK$887 million will be funded by JCDecaux.
The consortium composes of Mr. Han Zi Jing, Chief Executive Officer of Clear Media at 40%, Antfin (Hong Kong) Holding Limited at 30%, JCDecaux at 23% and China Wealth Growth Fund III L.P.at 7%.
Clear Channel KNR Neth Antilles NV, a subsidiary of Clear Channel Outdoor Holdings, Inc., who owns approximately 50.9% of the issued share capital of Clear Media, gave its irrevocable undertaking to tender its shares in favour of the offer by the Offeror.
The offer is conditional upon the satisfaction or waiver of the conditions described in the offer announcement jointly made this week by the Offeror and Clear Media.
JCDecaux started operating in Hong Kong in 1999, Macau in 2001 and Mainland China in 2005, and is the leading Out-of-Home Media company in Transport advertising (airports, metro and bus) in the People’s Republic of China.
Mr. Han Zi Jing is currently the Chief Executive Officer and Executive Director of Clear Media.
Antfin (Hong Kong) Holding Limited is a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of Ant Small and Micro Financial Services Group Co., Ltd..
China Wealth Growth Fund III L.P. is an exempted limited partnership registered under the laws of the Cayman Islands, whose general partner is JT China Wealth Management Limited and whose sole limited partner is Empyrean Management (Hong Kong) Limited, which is in turn wholly-owned by JIC Capital Management (Tianjin) Limited, a PRC state-owned enterprise and principally engaged in private equity investment.
Goldman Sachs and Slaughter and May are acting as JCDecaux’s financial and legal advisors respectively.