22.12.2017 – 07:06

Goldbach Group AG

EQS-Adhoc: Tamedia and Goldbach Group pursuing strategic partnership

EQS Group-Ad-hoc: Goldbach Group AG / Key word(s): Strategic Company
Decision/Offer
Tamedia and Goldbach Group pursuing strategic partnership

22-Dec-2017 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.

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Ad-hoc Media Release

Tamedia and Goldbach Group pursuing strategic partnership


The media group Tamedia and the Goldbach Group have come to an agreement
regarding a take-over bid. Tamedia has made a preliminary announcement today of
a public tender offer for the Goldbach Group AG at CHF 35.50 per share.
Together, Tamedia and Goldbach are planning to further expand the position in
the Swiss advertising market and advance their business abroad. Goldbach is
expected to continue operating as an independent company in the market.

Zurich, 22 December 2017 - The goal of the strategic partnership between Tamedia
and Goldbach is to become one of the marketing companies with the most extensive
penetration in Switzerland. In addition, they are planning to further develop
their activities in Germany and Austria. With its over 50 media and digital
platforms, Tamedia reaches a large target group-specific part of the Swiss
population and is well positioned in every linguistic region. The Goldbach
Group, on the other hand, is a leader in the marketing of electronic media in
Switzerland. Based on their excellent reach, Tamedia and Goldbach intend to
develop new technologies and innovative forms of advertising for their clients.
Furthermore, together with Neo Advertising AG, in which Tamedia also holds a
majority interest, the companies are planning to expand the out-of-home
advertising segment.

Public offer to purchase shares of the Goldbach Group AG
Therefore, Tamedia Ltd and the Board of Directors of the Goldbach Group AG have
come to an agreement regarding a public take-over bid. Today, Friday, 22
December 2017, Tamedia has issued a preliminary announcement to purchase all of
the 6'091'352 shares issued by the Goldbach Group AG (ISIN CH0004870942) for a
price of CHF 35.50 in cash for each registered share of the Goldbach Group AG.
This amounts to a purchase price of approximately CHF 216 million for 100
percent of the shares. If the take-over should be achieved by the delivery of
more than 50 percent of the shares, Tamedia expects to delist the Goldbach Group
from the SIX Swiss Exchange.

With Dr. Beat Curti and Veraison Sicav the two largest shareholders of the
Goldbach Group have agreed the tender of their shares to Tamedia. Dr. Beat Curti
and companies he controls are holding today a total of 19.84 percent of the
shares (excluding options) of the Goldbach Group AG. Veraison Sicav, represented
by the Veraison Capital AG, holds 19.09 percent of the company's shares.

Continuation of Goldbach as an independent company
In addition to the parent, Goldbach Group AG, the Goldbach Group includes the TV
marketing company Goldbach Media (Switzerland) AG, in which the RTL subsidiary
IP Deutschland GmbH and the ProSiebenSat.1 subsidiary SevenOne Media (Schweiz)
AG each hold 23 percent, and the digital advertising marketing company Goldbach
Audience (Switzerland) AG, in which IP Deutschland and SevenOne Media each hold
24.95 percent. Other significant investments in Switzerland include swiss
radioworld AG, in which IP Deutschland and SevenOne Media each hold a 23 percent
stake, and Goldbach lnteractive (Switzerland) AG, a wholly-owned subsidiary of
the Goldbach Group AG.

The Goldbach Group, with a staff of approximately 340 in Switzerland, Germany
and Austria, will continue operating as an integrated marketing company within
the Tamedia media group at its current location in Küsnacht. Michi Frank will
remain in the position of CEO of Goldbach. He is scheduled to become a member of
the Management Board of Tamedia and will continue to oversee Goldbach with the
current management team. Goldbach will act as the competence centre for TV,
video, audio and third-party digital advertising under the umbrella of Tamedia.
The ad sales and marketing services strategy of Goldbach is expected to be
advanced in Germany, Austria and Switzerland.

Opportunity for the advertising and media market in Switzerland
Christoph Tonini, CEO of Tamedia: "The combination of Tamedia, Goldbach and Neo
Advertising provides us with the opportunity to offer our clients in Switzerland
and abroad extensive 360-degree choices in the future in the areas of TV, radio,
print, online and out-of-home advertising. This is an opportunity for the Swiss
media market, as it is not least to the benefit of our journalistic media. In
the digital sector in particular, as well as in the two neighboring countries
Austria and Germany, we aim to continue pursuing the growth course we have
embarked on together and, with our new partners ProSiebenSat.1 and RTL, to each
consider investments in Swiss program content."

Michi Frank, CEO Goldbach Group, adds: "Goldbach is doing very well, but it
should be assumed that the market will change significantly in the coming years.
Digitalisation is shaking up the advertising market and with Admeira the
competitive pressure is growing. In view of this, the Board of Directors has
decided to enter a strategic partnership. With Tamedia we are in an optimal
position to contribute to these changes in the Swiss advertising market and to
support our partners and clients with leading technical solutions. I look
forward to working with Tamedia."

The acquisition plans will be submitted to the Swiss Federal Competition
Commission.

Media conference and analyst information
A media conference with Tamedia CEO Christoph Tonini and Jens Alder, Chairman of
the Goldbach Group AG, and Goldbach CEO Michi Frank will be heldtoday, Friday,
22 December 2017, at 10:45 a.m. at Tamedia, Werdstrasse 21in Zurich.

Additionally,a teleconference will be held in English for analysts and investors
at 11:45 a.m.Tamedia CEO Christoph Tonini, Jens Alder, Chairman of the Goldbach
Group AG, Goldbach CEO Michi Frank, Tamedia CFO Sandro Macciacchini and Goldbach
CFO Lukas Leuenberger will take part in the teleconference.

The dial-in numbers for the conference are as follows:
Switzerland and continental Europe: +41 (0) 58 310 50 00
United Kingdom: +44 (0) 207 107 0613
United States: +1 (1) 631 570 56 13

Please dial in a few minutes before the start of the conference.

Contact
Tamedia: Christoph Zimmer, Head of Corporate Communications & Public Affairs
+41 44 248 41 35,christoph.zimmer@tamedia.ch
Goldbach: Jürg Bachmann, Head of Communication and Marketing / Public Affairs
+41 79 600 32 62,  juerg.bachmann@goldbachgroup.com

About Tamedia
Tamedia is the leading private media group in Switzerland. The digital
platforms, daily and weekly newspapers and magazines of Tamedia offer overview,
classification and selection. The company was founded in 1893 and employs a
staff of approximately 3,400 in Switzerland, Austria, Denmark, France, Germany,
Israel, Luxembourg and Serbia. It has been traded at the Swiss stock exchange
since 2000 (ISIN CH0011178255).

Further information for media representatives about Tamedia:
www.tamedia.ch/en/group/newsroom/media-releasesA series of new pictures about
Tamedia, including pictures of corporate buildings with the new logo mounted and
on display, are to be found and downloadable free of charge in the photo
gallery, the new corporate design and logo being introduced in january 2017.
www.tamedia.ch

About the Goldbach Group
The companies of the Goldbach Group are marketing and arranging advertisements
in private electronic media focusing on TV, radio, digital out-of-home, online
as well as search engine and mobile marketing. The Goldbach Group is listed at
the SIX Swiss Exchange (ISIN CH0004870942). It is headquartered in Küsnacht
(Switzerland) and is operating in the German-speaking countries.
www.goldbachgroup.com

Additional features:


Document:http://n.eqs.com/c/fncls.ssp?u=GFVGJOVELJ
Document title: Tamedia and Goldbach Group pursuing strategic partnership
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End of ad hoc announcement------------------------------------------------------

Language: English

Company:  Goldbach Group AG

          Seestrasse 39

          8700 Küsnacht-Zürich

          Switzerland

Phone:    +41 44 914 91 00

Fax:      +41 44 914 93 60

E-mail:    info@goldbachgroup.com

Internet: www.goldbachgroup.com

ISIN:     CH0004870942

Valor:    487094

Listed:   SIX Swiss Exchange



 

End of Announcement EQS Group News Service

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641405  22-Dec-2017 CET/CEST