Mr Catalano said he'd considered launching the rival bid at the shareholder meeting on Monday but thought it was"probably the wrong play in terms of giving people enough time to know there was an alternative".
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“I wanted to explain this wasn't deliberately planned as an 11th-hour attack ... I hope no one sees this as anything other than genuine;I've had 26 years of involvement with Fairfax.”
He said it would be"wrong of the Fairfax board to not adjourn"the vote and he would challenge the decision in court,arguing"there's no way the Channel Nine bid is prejudiced by them adjourning an offer".
"Any board with a shareholder interest as their number one priority will say there's no harm,"he said."If they do proceed,I hope court finds in our favour."
Mr Catalano left the top job at Domain incontroversial circumstances in January and,in his Sunday letter to shareholders,said he did not think the Nine deal applied a"sufficient premium for control of Fairfax's largest asset,Domain".
"As the former CEO of Domain,I have a unique knowledge of that business,and accordingly believe that I could provide significant assistance in optimising its value for Fairfax shareholders,along with providing a strategy for the balance of Fairfax’s valuable assets.
"Whilst the late notice of my proposal is regrettable,it has been prepared in response to the material decline in the market value attributed to The Scheme and accordingly I have worked as expeditiously as practical in the circumstances."
Fairfax shareholders on Monday will vote on Nine's current proposal,which would see them receive 0.3627 Nine shares and 2.5¢ in cash for each Fairfax share they hold.
The day the deal was announced,this implied a 22 per cent premium to Fairfax's then share price,or a takeover price of 94 cents,and the combined market value of the two companies stood at $4.2 billion. Fairfax shares on Friday closed at 62¢.
Sources close to both sides of the transaction were confident the deal would be approved by shareholders,with proxies already received by the scheme's deadline largely favouring the Nine takeover. The current deal needs to be approved by 75 per cent of shares voted,and 50 per cent of shareholders.
Mr Catalano would not rule out linking up with private equity to further his proposal.
The recent share price falls have been attributed by most observers to a weak trading update from Domain,which is 60 per cent owned by Fairfax.
Mr Catalano signalled he could pursue legal action if his proposal was not taken seriously by the merging companies. He fell out with Fairfax chairman Nick Falloon when he left Domain,but said he would be prepared to work with him in the interests of shareholders.
"I'm very happy to work with the chairman to achieve the best outcome for shareholders"he said,adding that he would be open to keeping Fairfax chief executive Greg Hywood in that job if he were to become controlling shareholder. Mr Hywood will step down if the merger goes ahead.
He said he was confident his proposal would get support from other shareholders,but when pressed declined to name them.
"We are a genuine alternative,"Mr Catalano said.