SBS Broadcasting to be Acquired by Permira and KKR in Transaction Valuing the Company at Approximately EUR2.1 Billion (US$2.5 Billion)
SBS Broadcasting to be Acquired by Permira and KKR in Transaction Valuing the Company at Approximately EUR2.1 Billion (US$2.5 Billion)
LUXEMBOURG, August 22/PRNewswire/ -- 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 EUR2.094 billion (US$2.549 billion).
An acquisition company jointly held by Permira and KKR has agreed to pay SBS
EUR1.691 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 EUR1.864 billion (US$2.269 billion).
SBS's business activities will be continued under ownership of Permira and
KKR.
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 EUR46
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 EUR1=US$1.2175, last Friday's closing exchange rate. At
this exchange rate, a EUR46 per share distribution would be equivalent to
approximately US$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
EUR46 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 rumour 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, Götz Mäuser, 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 favour of the transaction.
Under the acquisition agreement, SBS is required to pay
Permira and KKR liquidated damages of EUR50 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 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 EUR46 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 www.sbsbroadcasting.com.
About Permira
Permira is a leading European-based private equity firm.
Permira acts as advisor to the 18 Permira Funds, totalling approximately
EUR11 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: 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: 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.
Source: SBS Broadcasting
For SBS Broadcasting: Investors: Chris Plunkett /Jon Lesko, Brainerd Communicators, Tel: +1-212-986-6667 Press: Jeff Pryor, Pryor & Associates, Tel: +44-(0)207-959-8900 (Sullivan & Cromwell offices), Mobile: +31-62-886-2545 For Permira and KKR: Press: James Leviton/Melanie Gerlis, Finsbury, Tel: +44-(0)207-251-3801
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