SBS Broadcasting to be Acquired By Permira and KKR in Transaction Valuing the Company at Approximately euro 2.1 Billion ($2.5 Bi
22 August 2005 - 4:57PM
PR Newswire (US)
LUXEMBOURG, Aug. 22 /PRNewswire-FirstCall/ -- SBS Broadcasting S.A.
(Nasdaq: SBTV; Euronext Amsterdam N.V.: SBS) announced today that
it has entered into a definitive agreement for its business to be
acquired by funds advised by Permira (Permira) and affiliates of
Kohlberg Kravis Roberts & Co. (KKR) in a transaction valuing
SBS, on an enterprise value basis, at approximately euro 2.094
billion ($2.549 billion). An acquisition company jointly held by
Permira and KKR has agreed to pay SBS euro 1.691 billion in cash
for substantially all of SBS's assets, and to assume substantially
all of its liabilities, resulting in a total transaction value,
excluding minorities, of approximately euro 1.864 billion ($2.269
billion). SBS's business activities will be continued under
ownership of Permira and KKR. (Photo:
http://www.newscom.com/cgi-bin/prnh/20050822/NYM076 ) Following
completion of the acquisition, SBS will be liquidated and the cash
purchase price, together with proceeds from the exercise of
options, distributed to shareholders. The liquidation and the
distribution are expected to occur in November 2005. SBS
shareholders and option holders are expected to receive in the
liquidation approximately euro 46 per fully diluted share (or the
dollar equivalent at the time of liquidation), in the case of
option holders net of the exercise price of the options. All dollar
amounts in this press release have been converted from the Euro at
a rate of euro 1=$1.2175, last Friday's closing exchange rate. At
this exchange rate, a euro 46 per share distribution would be
equivalent to approximately $56 per share. Harry Evans Sloan,
Executive Chairman of SBS, stated: "This transaction caps a
tremendous period of growth and value creation for SBS. A euro 46
per share distribution would represent a premium of 15.9% above the
share price on August 12, 2005 (the last trading day before the
publication of an article containing a rumor regarding the possible
sale of SBS) and 37.8% above the share price six months prior to
that date. "Since its founding 15 years ago and its listing in
1993, SBS has grown dramatically from three start-up Scandinavian
television stations into one of Europe's largest broadcasting
companies, reaching over 100 million people across nine countries.
This achievement was only accomplished with the invaluable
financial support of our investors and the hard work and dedication
of our management team and employees. "This investment by Permira
and KKR is an endorsement of our company, our business model of
providing content across all media platforms and our growth
strategy. I am proud to turn the company's ownership over to two
world class private equity firms who are committed to building upon
SBS's success." Markus Tellenbach, Chief Executive Officer of SBS,
stated, "Since joining SBS four years ago, I have worked with Harry
and our management team to prudently expand our footprint,
diversify our revenue streams and improve our cash flow generating
ability, while strengthening our margins and balance sheet. Permira
and KKR have exceptional track records in building businesses, and
I am pleased to have the opportunity to work with them in building
on SBS's position as one of the leading media groups in Europe." In
a joint statement, Gotz Mauser, Partner at Permira, and Dominic
Murphy, Managing Director at KKR, said: "We are delighted to
acquire such a high quality business founded and built by Harry
Sloan and led by CEO Markus Tellenbach and SBS's strong management
team. We believe that SBS's multi-territory presence, cross-media
expertise and leading positions in high growth markets are
excellent differentiators in a competitive environment. Both
Permira and KKR are committed, long-term investors, and we look
forward to working with management to build on SBS's success." The
transaction was unanimously approved by a special committee of
independent directors of SBS, as well as by the company's board of
directors. Deutsche Bank, financial advisor to the special
committee, has provided an opinion that the purchase price is fair
from a financial point of view to SBS shareholders. SBS
shareholders representing a minimum of 21.9% of the total
outstanding common shares of SBS, including SBS's largest
shareholder Liberty Global and all directors and certain officers
of the company, have entered into agreements to vote in favor of
the transaction. Under the acquisition agreement, SBS is required
to pay Permira and KKR liquidated damages of euro 50 million if SBS
is acquired by another purchaser prior to May 21, 2006 and in
certain other circumstances. The transaction is subject to
competition clearance and must be approved prior to closing by
two-thirds of the votes cast by SBS shareholders at an
extraordinary meeting, which is expected to take place in October
2005. Upon completion of the transaction, SBS is expected to delist
its common shares from Nasdaq and Euronext Amsterdam and commence
voluntary liquidation proceedings. Additional information about the
asset sale, liquidation process and other important matters will be
described in a shareholder circular to be distributed in connection
with the extraordinary shareholders meeting to be held to consider
the transaction. Deutsche Bank is acting as financial advisor to
the special committee of SBS, and Sullivan & Cromwell LLP and
Arendt & Medernach are acting as the committee's legal
advisors. Lehman Brothers is acting as financial advisor to Permira
and KKR, and Freshfields Bruckhaus Deringer and Simpson Thacher
& Bartlett LLP are acting as their legal advisors. Barclays
Capital, Lehman Brothers and Royal Bank of Scotland will provide
debt financing for the transaction. Conference Call SBS will host a
teleconference to discuss the transaction on August 22, 2005 at
10:00 a.m. New York time / 3:00 p.m. London time / 4:00 p.m. CET
time. To access the teleconference, please dial +1-888-811-2256
(U.S. callers) or +1-973-935-2409 (international callers) ten
minutes prior to the start time. The teleconference will also be
available via live webcast on SBS's website, located at
http://www.sbsbroadcasting.com/. If you cannot listen to the
teleconference at its scheduled time, there will be a replay
available through August 29, 2005 that can be accessed by dialing
+1-877-519-4471 (U.S. callers) or +1-973-341-3080 (international
callers), passcode: 6405396. A replay will also be archived on the
company's website. About SBS Broadcasting S.A. SBS is a European
commercial television and radio broadcasting company with
operations in Western and Central Europe. The company was founded
by Executive Chairman, Harry Evans Sloan, in 1989 when he purchased
interests in television channels in Denmark, Norway and Sweden. In
1993, the company listed on the Nasdaq Stock Market, raising euro
46 million which was used to expand further into television and
radio throughout Scandinavia. SBS's footprint has since grown to
include 16 television stations, 21 premium pay channels and 11
radio networks, reaching 100 million people in nine countries
across Western and Central Europe, including Belgium (Flanders),
Denmark, Finland, Greece, Hungary, The Netherlands, Norway, Romania
and Sweden. For further information about SBS, visit
http://www.sbsbroadcasting.com/ . About Permira Permira is a
leading European-based private equity firm. Permira acts as advisor
to the 18 Permira Funds, totaling approximately euro 11 billion,
that have been raised since 1985. These funds have invested in over
260 transactions in 15 different countries, in companies across a
variety of sectors and geographies, at all stages of the business
lifecycle. For further information about Permira, visit:
http://www.permira.com/ . About KKR KKR is one of the world's
oldest and most experienced private equity firms specializing in
management buyouts, with offices in New York, Menlo Park,
California and London, England. Over the past 28 years, KKR has
invested in more than 130 transactions with a total value of over
US$162 billion. For further information about KKR, visit:
http://www.kkr.com/ . Forward-Looking Statements Some of the
statements in this press release are forward-looking, including,
without limitation, statements about the expected timing of the
transaction and liquidation of SBS, the expected timing and amount
of any liquidation payments and the delisting of SBS's common
shares from Nasdaq and Euronext Amsterdam. In addition, we may make
forward-looking statements in future filings with the US Securities
and Exchange Commission, and in written material, press releases
and oral statements issued by us or on our behalf. Forward-looking
statements include statements regarding our intent, belief or
current expectations or those of our officers (including statements
preceded by, followed by or that include forward-looking
terminology such as "may," "will," "should," "believes," "expects,"
"anticipates," "estimates," "continues" or similar expressions or
comparable terminology) with respect to various matters. It is
important to note that actual developments could differ materially
from those anticipated in these forward-looking statements
depending on various important factors. A detailed discussion of
some of these risk factors is set forth in SBS's annual report on
Form 20-F for the year-ended December 31, 2004 on file with the
SEC. All forward-looking statements in this press release are based
on information available to us on the date hereof. We do not
undertake to update any forward-looking statements that may be made
by us or on our behalf, in this press release or otherwise.
http://www.newscom.com/cgi-bin/prnh/20050822/NYM076
http://photoarchive.ap.org/ DATASOURCE: SBS Broadcasting S.A.
CONTACT: For SBS Broadcasting - Investors: Chris Plunkett or Jon
Lesko, both of Brainerd Communicators, +1-212-986-6667; Press: Jeff
Pryor of Pryor & Associates, Sullivan & Cromwell offices:
+44-207-959-8900, Mobile: +31-62-886-2545; For Permira and KKR -
Press: James Leviton or Melanie Gerlis, both of Finsbury,
+44-207-251-3801 Web site: http://www.sbsbroadcasting.com/
http://www.permira.com/ http://www.kkr.com/
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