Prime-Becker deal leaves threads dangling

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SYDNEY -- Regional Australian broadcaster Prime Television has taken control of Australian film and television production-distribution banner the Becker Group, but a related deal that would have seen Becker founders Russell and Richard Becker acquire the company's film-related assets is in limbo after corporate watchdog the Australian Takeover Panel barred the sale this week.

The Becker Group said Friday that it was canceling a shareholders meeting to vote on the sale of the film assets -- for AUS$15.5 million ($12.4 million) -- after the Takeover Panel quashed the sale by barring Prime shareholders and associates from voting on it.

Becker's film assets include Dendy Films, Dendy Cinemas, Becker Films International and Moonlight Cinema. Recent Becker Films productions have included "The World Fastest Indian," "Control" and the upcoming Daniel Radcliffe starrer "December Boys." Between them, Dendy Films and Becker Entertainment claim the highest market share of Australian independent film distributors.

The Takeover Panel moved after a submission from Becker Group shareholder Dolphete Pty Ltd. -- a company owned by Icon Films partner Bruce Davey -- which claimed that Prime and Becker had "acted in concert" and not given Becker shareholders enough information about the film asset sale. Local reports have suggested that Icon co-founder Mel Gibson also is a part owner of Dolphete.

Dolphete recently acquired 12% of the Becker Group and is believed to have made a AUS46 cents a share bid for Becker, forcing Prime last week to up its bid from AUS43 cents to AUS47 cents a share.

In the original deal between Becker and Prime announced in March, Prime Television said it would take over the Becker Group for AUS40 cents (32 cents) a share, valuing the company at AUS$26.1 million ($21 million). Prime said it would acquire 100% of the shares in the Becker Group, with Becker Group's OnSite Broadcasting and TV production businesses to become part of the Prime TV group.

At the same time, Becker Group founders Richard and Russell Becker, through the privately held Becker Film Group, would buy the company's film, exhibition, production and distribution business.

The Takeovers Panel this week said that that arrangement "was a benefit to Richard and Russell Becker, in which no other shareholders of Becker Group would have an opportunity to participate."

It also said the transaction could affect the success of rival bids for the whole Becker Group and said Beckers needed to provide shareholders with more information about the film business sale.

Despite the film asset sale stalling, Prime is continuing with its takeover bid. Richard and Russell Becker said Friday that they had sold their 42.6% stake in Becker Group to Prime, giving Prime more than 70% of the company. Dolphete retains a 12% stake in Becker's while independent exhibition company Reading Cinemas has been revealed as holding a 6% stake in Becker Group.

Prime Television executives weren't available for comment, and it's unclear what they have planned for Becker's film assets.
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