Takeover offer for all MediaWorks shares opens

Media Release
For immediate release

Takeover offer for all MediaWorks shares opens

8 June 2007: HT Media Limited (HT Media), a company controlled by funds associated with Australasian private equity group Ironbridge Capital, today lodged formal documents with the New Zealand Stock Exchange for an offer for all of the shares and options in CanWest MediaWorks (NZ) Limited (MediaWorks).

HT Media will pay $2.33 in cash for each ordinary share in MediaWorks. A further 10 cents per share in cash was paid to ordinary shareholders on 8 June 2007 by a fully imputed special dividend.

This offer follows the announcement on 8 May 2007 by HT Media that it had reached agreement with CanWest MediaWorks Ireland Holdings (CanWest) to acquire its approximate 70% stake in MediaWorks for $2.43 per share in cash. Having agreed to acquire the CanWest stake, HT Media is required under the Takeovers Code to acquire the shares under a takeover offer with the same offer made to all MediaWorks shareholders and optionholders.

In launching the offer today HT Media Chairman, Kerry McIntosh, said that the offer represented an attractive premium.

The $2.43 per share (including cash special dividend of 10 cents per share) offer price represented:

• a 49 per cent premium to the closing price of $1.63 on the day prior to CanWest’s announcement of its strategic review; and

• a 36 per cent premium to the volume weighted average share price over the last year.

Mr McIntosh also said that the Committee of Independent Directors of MediaWorks recommended that shareholders and optionholders accept the offer. The recommendation of this Committee was supported by an Independent Adviser report prepared by Grant Samuel.

In making the recommendation the Committee noted its understanding that a competitive sale process had been conducted in respect of the CanWest shares, which was well contested and spanned several months. That gave the Committee the comfort that the market for MediaWorks shares had been thoroughly tested.

The members of the Committee who hold shares in MediaWorks will be accepting the offer in respect of their personal shareholdings as will the senior officers of the company.

HT Media’s offer opens on 8 June 2007 and closes at 5pm on 9 July 2007.

Ironbridge Capital

Ironbridge Capital is a leading independent Australian private equity manager, managing funds in excess of A$1.5 billion on behalf of Australian and international institutional investors. Ironbridge Capital is focused on investments in medium to large sized management buyout and expansion capital transactions in Australasia.

Founded in 2003 by Neil Broekhuizen, Paul Evans, Julian Knights and Greg Ruddock, Ironbridge Capital has established itself as one of the most active private equity groups in the Australasian marketplace. Over the past two and a half years, Ironbridge has invested in eight transactions with a combined enterprise value in excess of A$2 billion, across a range of sectors, primarily focused on fast growth service industries.

In October 2006, Ironbridge Capital successfully completed a A$1.05 billion fund raising from Australian and international institutional investors and closed the Ironbridge Fund II. The Fund is supported by over 40 institutional investors, with approximately one-third of the capital from Australian and two-thirds from international investors. The MediaWorks transaction is the fourth Ironbridge investment in New Zealand. For more information, refer www.ironbridge.com.au

ENDS

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