Telegraaf Media Groep confirms appeal Talpa at Enterprise Chamber. TMG is confident about the outcome

Telegraaf Media Groep N.V. (TMG) confirms the receipt today of the appeal from Talpa Holding N.V. (Talpa) at the Enterprise Chamber requesting an investigation into the course of events at TMG and appoint an independent member of the Supervisory Board. The Enterprise Chamber has informed TMG that the date for the court hearing is set for Thursday 16 March.

TMG does not recognise Talpa’s statements that the Supervisory Board did not provide a level playing field regarding its bid by giving priority to the talks with Mediahuis N.V and VP Exploitatie N.V. (the Consortium) and by signing a Merger Protocol during the weekend.

After Talpa announced its indicative bid on 23 January, a level playing field was created by granting Talpa access to the same information that was granted to the Consortium, as stated by TMG in its press release dated 31 January. Both parties have been given the opportunity to perform a due diligence on the same terms, and they have both been allowed to present their strategic plans and conditions for a possible bid. These topics have been discussed thoroughly. This procedure enabled Talpa to make a proposal.

The Supervisory Board and the Executive Board of TMG have carefully reviewed both proposals, together with their financial and legal advisors, taking the interests of all stakeholders of TMG, including those of the shareholders, explicitly into account. It became clear that the offer made by Talpa, even after and if further increased, would not stand a chance, as the Consortium, holding a 59% stake in TMG, had explicitly stated not to accept higher offers from Talpa. At that moment TMG decided to choose the only viable offer that could be executed and the convincing strategy envisaged with the combination with Mediahuis, aimed at a successful and solid company in the long run.

TMG is therefore of the opinion that there is no reason to doubt its policies. TMG will defend itself against the request for an investigation and the request by Talpa to appoint a Supervisory Director with far reaching powers at TMG. The Supervisory Board is confident about the outcome of the upcoming procedure(s) at the Enterprise Chamber.

Further announcements will be made if and when required.

This is a public announcement by Telegraaf Media Groep N.V. pursuant to section 17 paragraph 1 of the European Market Abuse Regulation (596/2014).