TMG decides not to exercise call option ProSiebenSat.1

TMG (Telegraaf Media Groep N.V) has decided not to exercise the call option on 12% (13,127,832 shares) of the voting shares, representing an economical share of 6% in ProSiebenSat.1 Media AG (ProSiebenSat.1). 

In June last year TMG and Lavena Holding 4 GmbH (Lavena), an entity controlled by funds advised by Kohlberg Kravis Roberts & Co. and funds advised by Permira, reached an agreement in which TMG was granted an option to acquire 12% of the voting shares in ProSiebenSat.1.
According to this option arrangement:
  • TMG has a call option, exercisable between June 1st and 15th 2008, at a price of € 34.71 per share minus the dividend of 2006 (€ 0.87 per share) and the dividend of 2007 (proposal € 1.23 per share, to be approved during the Annual General Meeting of shareholders of ProSiebenSat.1 on June 10th 2008). 
  • Because TMG will not exercise the call option, Lavena now has the possibility to exercise its put option between August 1st and 15th 2008 at a maximum price of € 28.71 per share.
  • Since July 2007 TMG has two supervisory board seats at ProSiebenSat.1.
Should Lavena exercise the put option, TMG would acquire the 12% stake at a € 51 million lower price than through exercising the call option. The transaction can be settled from TMG’s current cash balances.
TMG also announces that Keesing Media Group (part of TMG) acquires as per June 1st 2008 certain assets of Spill Group Holdings B.V. en Square Grounds B.V in order to realise among others online availability and online exploitation of puzzles.