ProSiebenSat.1 Media AG

euro adhoc: ProSiebenSat.1 Media AG
Mergers - Acquisitions - Takeovers
Ad Hoc Disclosure under Sec. 15 of the German Securities Trading Act ProSiebenSat.1 Media AG Acquires SBS Broadcasting Group, Creating a pan-European Broadcasting Group

-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- Company Information 27.06.2007 Munich, June 27, 2007. ProSiebenSat.1 Media AG is to acquire SBS Broadcasting Group. The transaction volume totals EUR 3.3 billion. The ProSiebenSat.1 Group and the shareholders of the SBS Broadcasting Group signed a share purchase agreement today. The closing of the transaction is not subject to approval by antitrust or media regulators. The share purchase agreement will be completed by the beginning of July 2007. Through this transaction, ProSiebenSat.1 Media AG, Germany´s largest TV corporation, intends to create a pan-European broadcasting group. Through internationalization and accelerated diversification of revenue sources the Group will significantly reduce its dependency on the German TV advertising market. As a result of the acquisition, the ProSiebenSat.1 Group will be active in 13 European countries. The new Group will have 24 free TV stations, 24 pay TV stations, and 22 radio networks, among other assets. The ProSiebenSat.1 Group will expand its reach to more than 77 million European TV households, placing it second among TV providers in the EU. On the basis of a pro forma calculation for 2006, the SBS acquisition will increase revenues by 48 percent, from EUR 2.1 billion to EUR 3.1 billion. EBITDA will grow by 43 percent, from EUR 484 million to EUR 691 million. SBS´s recurring EBITDA in 2006 was EUR 207 million. For the first quarter of 2007, SBS showed EBITDA growth of EUR 16 million, or 79 percent, to EUR 36 million. Citigroup has confirmed in a financial fairness option that the enterprise value underlying the transaction is fair, from a financial point of view, to ProSiebenSat.1. The Company expects that the transaction will increase underlying earnings per share, and that the generated returns will exceed the ProSiebenSat.1 Group´s cost of capital over time. Synergies from the merger are to be between EUR 80 to 90 million per year, two-thirds of which come from cost savings and one-third from additional revenue potential. The full value of the projected synergies is expected to be realized as of 2010. The acquisition will be financed entirely with new syndicated credit facilities provided by a group of banks and institutional debt investors led by Bank of America, Calyon, Credit Suisse, HypoVereinsbank, JP Morgan, Lehman Brothers, Morgan Stanley and Royal Bank of Scotland. The Company intends to redeem EUR 150 million notes prior to their maturity in May 2009 by exercising the make-whole provision in August 2007. The new Group, which will continue to bear the name ProSiebenSat.1 Media AG, is to be headquartered in Munich. Integration of the two groups is to begin immediately after the transaction is completed. Patrick Tillieux, Chief Executive Officer of the SBS Broadcasting Group, will join the Executive Board of the ProSiebenSat.1 Group as Chief Operating Officer, with responsibilities for international TV, radio, print and group operations. As part of the takeover of the SBS Broadcasting Group, the ProSiebenSat.1 Group could get a new strategic shareholder in mid-2008. Telegraaf Media Groep N.V., which held 20 percent of the SBS Broadcasting Group, has an option to reinvest in the new group and to acquire 12 percent of the voting common stock held by Lavena Holding 5. Upon exercise of the option, Telegraaf Media Groep would hold 6 percent of the ProSiebenSat.1 Group´s share capital. Lavena Holding 5 would then hold 44.7 percent of the share capital and 76 percent of the common stock, compared to the former 50.7 and 88 percent, respectively. The free float of 37.3 percent of the capital stock would remain unchanged. end of announcement euro adhoc 27.06.2007 01:58:32 -------------------------------------------------------------------------------- ots Originaltext: ProSiebenSat.1 Media AG Im Internet recherchierbar: http://www.presseportal.ch Further inquiry note: Katja Pichler Company Spokesperson Tel.: +49 (0)89 9507 1180 E-Mail: Katja.Pichler@ProSiebenSat1.com Branche: Media ISIN: DE0007771172 WKN: 777117 Index: Midcap Market Index, MDAX, CDAX, Classic All Share, HDAX Börsen: Börse Frankfurt / official dealing/prime standard Börse Berlin / free trade Börse Hamburg / free trade Börse Düsseldorf / free trade Börse Hannover / free trade Börse München / free trade

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