Ad Hoc Disclosure under Sec. 15 of the German Securities Trading Act ProSiebenSat.1 Group sells TV and Radio operations in Northern Europe; increased Dividend and Conversion of Preference Shares into Common Shares intended
Munich, December 14, 2012. The ProSiebenSat.1
Group has agreed to sell its TV and radio operations in Northern
Europe (Norway, Sweden, Finland and Denmark) to Discovery
Communications. A respective purchase agreement was signed today.
The transaction is subject to merger control clearance and is
expected to be consummated in the first quarter of 2013.
The production business of the ProSiebenSat.1 Group in Northern
Europe (Red Arrow Entertainment Group) is not included in the
transaction.
The agreed enterprise value of the sold operations underlying the
transaction is EUR 1.325 billion. The recurring EBITDA to be
deconsolidated amounts to EUR 134.4 million for these operations
(LTM, as of September 30, 2012). ProSiebenSat.1 Media AG intends to
use a partial amount of EUR 500 million of the proceeds for a
partial prepayment of term debt under the syndicated facilities
agreement of the ProSiebenSat.1 Group and the remainder of the
proceeds for reinvestments in the business of the Group. Hence a
significant portion of the operating cash flow will be available
for other purposes. This will increase the company's capacity for
dividend distributions to its shareholders.
In coordination with the company's majority shareholder Lavena, a
holding company which is jointly controlled by investment funds of
KKR and Permira, the company intends to propose to the coming
shareholders' meeting a total dividend distribution in the order of
EUR 1.2 billion (approx. EUR 5.60 per share) provided the
transaction will be successfully consummated and the business
performance is developing in line with expectations. Also after
such a dividend distribution the leverage ratio of the
ProSiebenSat.1 Group will remain within the previously communicated
target range of 1.5 to 2.5 times net debt to Group's recurring
EBITDA.
In 2012, the company made dividend payments to its shareholders in
the total amount of approx. EUR 245 million (EUR 1.17 per
preference share and EUR 1.15 per common share).
Furthermore, the company intends to propose to the coming
shareholders' meeting a conversion of its non-voting preference
shares into voting common shares. In connection with the
conversion, which shall be effected without requirement for the
preference shareholders to pay any premium, all common shares would
be admitted to trading at the stock exchange. The company's
majority shareholder has informed the company of its intention to
support this measure in the case of a successful consummation of
the transaction. In addition to a resolution of the shareholders'
meeting at which the company's majority shareholder controls the
required majority of votes, the conversion of preference shares
into common shares requires a special resolution of preference
shareholders with a majority of 75 percent of the votes cast.
Contacts:
Julian Geist
Corporate Spokesman
ProSiebenSat.1 Media AG
Medienallee 7
D-85774 Unterföhring
Tel. +49 [89] 95 07-11 51
Fax +49 [89] 95 07-911 51
E-Mail:
Julian.Geist@ProSiebenSat1.com
Stefanie Prinz
Head of Corporate and Financial Communications
ProSiebenSat.1 Media AG
Medienallee 7
D-85774 Unterföhring
Tel. +49 [89] 95 07-11 99
Fax +49 [89] 95 07-911 99
E-Mail:
Stefanie.Prinz@ProSiebenSat1.com