DISCLOSURE OF AN INSIDE INFORMATION PURSUANT TO ARTICLE 17 MAR OF THE REGULATION (EU) NO. 596/2014: Ad Hoc Publication Pursuant to Sec. 15 German Securities Trading Act (WpHG): 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.
ProSiebenSat.1 Group
Corporate Communications
Mediallee 7
85774 Unterföhring
Phone: +49 [0]89-9507-1145
Fax: +49 [0]89-9507-1159
info@prosiebensat1.com
www.prosiebensat1.com