Sale of stake in ProSiebenSat.1 Media AG completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
Telegraaf Media Groep N.V. (“TMG”) today announces that it has successfully completed the sale of its ordinary shares in ProsiebenSat.1 Media AG (“ProSiebenSat.1”) at a price of EUR 30 per share. The net proceeds of the sale are estimated to be approximately EUR 391 million.
Prior to the sale TMG’s holding represented an interest of 6.0% in the share capital of ProSiebenSat.1, which represented a book value of EUR 230.8 million as per 31 December 2012, the date of the most recently adopted consolidated annual accounts of TMG.
Commenting on today’s announcement, Fred Arp, CFO of TMG said: “TMG has a clearambition to be the Dutch media company of the future and TMG’s holding inProSiebenSat.1 as such is non-core. The recent listing of our common shares in ProSiebenSat.1 presented an opportunity to sell our stake’
ABN AMRO Bank N.V. acted as financial advisor and Clifford Chance acted as legal advisor on the transaction. Deutsche Bank acted as sole Bookrunner.
About ProSiebenSat.1 Media AG
ProSiebenSat.1 Media AG is one of the leading media enterprises in Europe. Its core business consists of operating free television channels that are financed from advertising revenues. In addition to a strong digital and joint ventures portfolio, ProSiebenSat.1 also has an international production network. The company reaches 86 million individuals each day. ProSiebenSat.1’s head office is located in Unterfoehring near Munich. ProSiebenSat.1 was founded in 2000, is a listed company and has more than 3,000 employees.
Disclaimer
This announcement is for information purposes and is not intended to constitute, and should not be construed as an offer to sell or a solicitation to buy or subscribe to any securities, and the offer of ProSiebenSat.1 and shares does not constitute a public offering in any jurisdiction, including in Germany. In accordance with the Prospectus Directive (2003/71/EC, as amended by Directive 2010/73/EU), no prospectus is required in connection with the issuance of securities described in this announcement. A prospectus will not be published in connection with the transaction.
This announcement is for distribution in member states of the European Economic Area only to persons falling within the meaning of Article 2(1)(e) of the Prospectus Directive 2003/71/EC as amended by Directive 2010/73/EU and in the United Kingdom only to investment professionals falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), persons falling within article 49 (2), (a) to (d) of the Order (high net worth companies, unincorporated associations, etc) and other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). The information regarding the transaction set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other state or jurisdiction into which doing so would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
Certain statements included in this announcement, as well as oral statements that may be made by TMG, or by officers, directors or employees acting on their behalf related to the subject matter hereof, constitute or are based on forward-looking statements. Forward-looking statements are preceded by, followed by or include the words “may”, “will”, “should”, “expect”, “envisage”, “intend”, “plan”, “project”, “estimate”, “anticipate”, “believe”, “hope”, “can”, “is designed to” or similar phrases. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of TMG, that could cause TMG's actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date they are made. TMG undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement or to reflect any change in TMG's expectations with regard thereto.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities of TMG or ProSiebenSat.1, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is not permitted or to any person or entity to whom it is unlawful to make such offer, solicitation or sale. This announcement is not an offer of securities for sale into the United States, Canada, Australia, Japan or in any jurisdiction in which such offer or solicitation is unlawful.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to registration under, or an exemption from the registration requirements of, the Securities Act. There will be no public offering of securities in the United States.