Transaction Valued at Approximately US$ 2.1
Billion
US$ 4.58 Per Class A Common Share in
Cash
32% Premium to Unaffected Share
Price
Central European Media Enterprises Ltd. (“CME” or the “Company”)
(NASDAQ/Prague Stock Exchange: CETV) today announced that it has
entered into a definitive agreement to be acquired by an affiliate
of PPF Group N.V. (“PPF Group”) in a cash transaction valued at
approximately US$ 2.1 billion.
Under the terms of the agreement, holders of all of CME’s issued
and outstanding Class A common shares will receive US$ 4.58 per
share. This valuation represents a premium of approximately 32% to
CME’s share price prior to the announcement on March 25, 2019 that
the Company was commencing a process to explore and evaluate
potential strategic alternatives.
John Billock, Chairman of the CME Board of Directors, said, “The
Special Committee of the Board, together with our advisors,
conducted an extensive review of alternatives, which involved
outreach to and engagement with a significant number of strategic
and financial parties. This announcement today reaffirms our
commitment to deliver value to all shareholders.”
In a joint statement, Michael Del Nin and Christoph Mainusch,
Co-Chief Executive Officers, said, “Over the course of the last six
years, while transforming the business and delivering a continuous
stretch of astonishing profitability growth, our primary focus has
been on creating value for our owners. This transaction, which is
the culmination of those efforts, is the right one for our
shareholders and a satisfying conclusion to one of the most
successful turnarounds of a leading media company in recent times.
We are pleased that the PPF Group, with a strong track record as
operators of businesses across many industries, shares our
perspective on the importance of local content and its ability to
attract large audiences to television.”
The agreement has been approved unanimously by CME’s Board of
Directors, upon the recommendation of the Special Committee of the
Board. CME’s largest shareholder, AT&T Inc., has agreed to vote
in favor of the transaction. The acquisition is expected to be
completed around the middle of 2020, subject to the receipt of
regulatory approvals and the satisfaction of customary closing
conditions. The consummation of the transaction is not subject to
any financing contingencies.
The Company is being advised by Allen & Company LLC and Bank
of America Merrill Lynch as its financial advisors, and Covington
& Burling LLP as its legal advisor.
About CME
CME is a media and entertainment company operating leading
businesses in five Central and Eastern European markets with an
aggregate population of approximately 45 million people. CME's
operations broadcast 30 television channels in Bulgaria (bTV, bTV
Cinema, bTV Comedy, bTV Action, bTV Lady and Ring), the Czech
Republic (Nova, Nova 2, Nova Cinema, Nova Sport 1, Nova Sport 2,
Nova International, Nova Action and Nova Gold), Romania (PRO TV,
PRO 2, PRO X, PRO GOLD, PRO CINEMA, PRO TV International and PRO TV
Chisinau), the Slovak Republic (TV Markíza, Markíza International,
Doma and Dajto) and Slovenia (POP TV, Kanal A, Brio, Oto and Kino).
CME is traded on the NASDAQ Global Select Market and the Prague
Stock Exchange under the ticker symbol “CETV”.
About PPF Group
PPF Group invests in multiple market segments such as financial
services, telecommunications, biotechnology, real estate and
mechanical engineering. The reach of PPF Group spans from Europe to
North America and across Asia. PPF Group owns assets exceeding EUR
45 billion (as of December 2018).
Forward-Looking Statements
This press release contains forward-looking statements. For all
forward-looking statements, we claim the protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are inherently subject to risks and uncertainties, many
of which cannot be predicted with accuracy or are otherwise beyond
our control and some of which might not even be anticipated.
Forward-looking statements reflect our current views with respect
to future events and because our business is subject to such risks
and uncertainties, actual results, our strategic plan, our
financial position, results of operations and cash flows could
differ materially from those described in or contemplated by the
forward-looking statements.
Additional Information About the Proposed Transaction and Where
to Find it
This communication relates to a proposed merger between CME and
an affiliate of PPF Group N.V. that will be the subject of a proxy
statement that CME intends to file with the U.S. Securities and
Exchange Commission (the “SEC”). This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, and is
not a substitute for the proxy statement or any other document that
CME may file with the SEC or send to its shareholders in connection
with the proposed merger. Investors and shareholders are urged to
read the proxy statement and all other relevant documents filed
with the SEC or sent to CME’s shareholders as they become available
because they will contain important information about the proposed
merger. All documents, when filed, will be available free of charge
at the SEC’s website (www.sec.gov). You may also obtain documents
filed by CME with the SEC by writing to CME Investor Relations,
Krizeneckeho nam. 1078/5, 152 00 Prague 5 Czech Republic, emailing
investorrelations@cme.net or visiting CME’s website at
www.cme.net.
Participants in Solicitation
The Company and its directors and officers may be deemed
participants in the solicitation of proxies to the Company’s
shareholders with respect to the transaction. A list of the names
of those directors and officers and a description of their
interests in the Company is set forth in the proxy statement for
CME’s 2019 Annual Meeting of Stockholders, which was filed with the
SEC on April 9, 2019. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC regarding the transaction when they become
available. Investors and shareholders should read the proxy
statement carefully when it becomes available before making any
investment or voting decisions.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191027005041/en/
For additional information, please visit www.cme.net or contact:
Mark Kobal Head of Investor Relations Central European Media
Enterprises +420 242 465 576 mark.kobal@cme.net
Central European Media E... (NASDAQ:CETV)
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