KKR/Permira to Be New Majority Shareholder of ProSiebenSat.1 Media AG
Munich, December 14, 2006. Today Lavena Holding 4 GmbH, which is controlled by funds advised by KKR and Permira, has signed a share purchase agreement for the acquisition of German Media Partners L.P.s majority stake in ProSiebenSat.1 Media AG, Germanys largest TV broadcasting group. Upon completion of the share purchase agreement, Lavena Holding 4 GmbH will acquire approximately 88 per cent of the voting common shares and approximately 13 per cent of the non-voting preference shares in ProSiebenSat.1 Media AG and will hold approximately 50.5 per cent of the registered share capital. The parties have agreed on a price of 28.71 Euro per common share and of 22.40 Euro per preference share. The completion of the share purchase agreement is subject to antitrust and media regulatory clearances.
Furthermore, Lavena Holding 4 GmbH has today announced its intention to launch a voluntary public takeover offer to the shareholders of ProSiebenSat.1 Media AG. The offer price per preference share will be equal to the volume weighted average share price during the last three months prior to the announcement of the takeover offer. The takeover offer will be conditional upon the completion of the share purchase agreement. Details of the intended offer will be published in an offer document of Lavena Holding 4 GmbH upon approval of such offer document by the Federal Supervisory Agency on Financial Services (BaFin).
With the takeover of the ProSiebenSat.1 Group the largest TV corporation in Europes largest economy KKR and Permira are pursuing a strategic interest. The new investors consider after completion of the takeover process to create a European TV group by combining the ProSiebenSat.1 Group with their majority owned SBS Broadcasting. The enlarged Group would be a leader in the ongoing strategic evolution of the television industry, and will tap new markets.
First of all, KKR and Permira have indicated that they will fully support the strategy currently pursued by the Group: to strengthen our core business Free TV, to diversify our revenue sources and to position the Group for the digital world. Moreover, were delighted at the strategic prospects that the ProSiebenSat.1 Group could gain through its new principal shareholders: SBS is the leading integrated pan-European broadcasting group. As the hub of a new European TV group, we would be able to expand our successful corporate strategy on an international scale, said ProSiebenSat.1 Media AG CEO Guillaume de Posch.
After adjusting for other equity interests, P7S1 Holding L.P. owns 88 percent of the common stock and 13 percent of the preferred stock of ProSiebenSat.1 Media AG. It in turn is owned by German Media Partners L.P. (GMP). Among the owners of GMP, besides the Saban Capital Group, are the financial investors Hellman & Friedman, Thomas H. Lee, Quadrangle Group, Bain Capital Investors, Putnam Investments, Alpine Equity Partners, and Providence Equity Partners.
ProSiebenSat.1 Media AG is being advised in the transaction by the law offices of Linklaters and those of Milbank, Tweed, Hadley & McCloy.
About KKR
Kohlberg Kravis Roberts & Co. (KKR) is one of the world's oldest and most experienced private equity firms specializing in management buyouts. Founded in 1976, it has offices in New York, Menlo Park, London, Paris, Hong Kong and Tokyo. Throughout its history, KKR has brought a long-term investment approach to its portfolio companies, focusing on working in partnership with management teams and investing for future competitiveness and growth. Over the past 30 years, KKR has completed 146 transactions with an aggregate value of more than US$ 260 billion. (www.kkr.com)
About Permira
Permira is a leading international Private Equity specialist. As an independent business, Permira is owned and controlled by its partners. The firm's team of around 100 professionals, based in Frankfurt, London, Madrid, Milan, New York, Paris, Stockholm and Tokyo, advises the Permira Funds with a total committed capital of more than EUR 21 billion. Since 1985, the Permira Funds have completed over 180 private equity transactions. During the last year, the Permira Funds have completed seven transactions with a combined transaction value of over EUR 30 billion. (www.permira.com)
About the ProSiebenSat.1 Group
The ProSiebenSat.1 Group is the largest commercial TV provider in Germany. It owns two of the five largest German TV stations Sat.1 and ProSieben. The Groups four Free TV stations financed through advertising Sat.1, ProSieben, kabel eins and N24 are wholly-owned subsidiaries of the ProSiebenSat.1 Group. The corporations core business is Free TV. Additionally, in 9Live, the Group owns the market leader in the Call TV segment. Four Pay TV stations, the maxdome video-on-demand platform, and interests in innovative Internet services like MyVideo.de and Lokalisten.de are among the activities with which the Group has increasingly been diversifying its sources of revenue. For additional information, see www.prosiebensat1.com.
About SBS Broadcasting Group
SBS Broadcasting Group is one of Europes leading broadcasting groups, with leading commercial television, premium pay channels, radio stations and related print businesses in Western and Central & Eastern Europe. SBS currently has broadcasting operations in Belgium (Flanders), Bulgaria, Denmark, Finland, Greece, Hungary, The Netherlands, Norway, Romania, Sweden and the United Kingdom. SBS is controlled by funds advised by two leading private equity firms, Permira and KKR. For additional information, see www.sbsbroadcasting.com.