Schibsted ASA (SCH) - Negotiations to merge Schibsted and Media Norge ASA
(Thomson Reuters ONE) -
Schibsted Media Group has taken the initiative to initiate negotiations with
Media Norge ASA with the aim to merge Schibsted ASA and Media Norge ASA. - Media
Norge is core business for Schibsted. We have strong belief in the future of
both the media houses and of Finn.no, Rolv Erik Ryssdal, CEO of Schibsted Media
Group says.
Such a transaction would be financially attractive for all the parties involved.
At the same time, the desire to attend to the minority shareholders of Media
Norge is combined with the ambition to create a future-oriented and robust
corporate structure for Schibsted Media Group.
- For Schibsted Media Group it is strategically important to secure efficient
and future oriented media houses. At the same time, a merger with Media Norge
will strengthen our other strategic pillar, online classifieds, Rolv Erik
Ryssdal says.
Currently, Schibsted holds 84.2 per cent of Media Norge. Furthermore, an
agreement has been made to acquire 1.7 per cent from a group of shareholders
based in the southern region of Norway. 12 per cent of the acquisition will be
settled through Schibsted shares at NOK 171.35, and 88 per cent through cash at
NOK 72.50 per Media Norge share. Schibsted reduces through the transaction the
number of treasury shares by 84,225 and has after this 3,982,837 own shares.
The proposal implies that the minority shareholders are offered shares in
Schibsted ASA or a cash settlement when the merger is carried through. The
transaction values the equity of Media Norge at NOK 7.25 billion. Shareholders
controlling 6.66 per cent of the shares and 23.5 per cent of the votes in Media
Norge have pre accepted a merger based on this valuation.
The values in Media Norge are related to the online classifieds operations of
Finn.no, held 50.01 per cent, and the Aftenposten, Bergens Tidende, Stavanger
Aftenblad and Fædrelandsvennen media houses, all owned 100 per cent. Schibsted's
assessment is that close to half of the values in Media Norge are linked to
online activities. Included in the valuation of NOK 7.25 billion is the Media
Norge cash balance of estimated NOK 1.7 billion at year end 2010, adjusted for
minority interests in of Finn.no.
Schibsted proposes a merger based on an exchange rate where the shareholders of
Media Norge ASA receves a cash amount of NOK 24.17 and 0.2821 shares in
Schibsted for each share in Media Norge ASA. This is based on a valuation of
each Media Norge share of NOK 72.50 and each Schibsted ASA share of NOK 171.35,
and a settlement with two thirds shares and one third cash. Schibsted has
approximately 4.0 million treasury shares, and the intention is to uses these in
the merger transaction.
- To merge Schibsted ASA and Media Norge is sensible for several reasons. First
of all, we create a structure that makes it easier to cooperate across the
group's units. This will enhance our ability to create value, and at the same
time free up resources that can be used to strengthen our subsidiaries' core
activities. Secondly, we solve the challenge linked to the minority interests in
Media Norge. Currently, the minorities are in a locked up situation, and an IPO
of Media Norge would be less effective in today's situation. The merger that we
suggest represents a better solution, which secures equal treatment for all
shareholders in Media Norge. At the same time, the valuation is financially
attractive for all parties involved, Rolv Erik Ryssdal says.
The merger will not imply significant changes in the operations or
organizational setup of Media Norge, and the executive management will continue
as before. The intention is to preserve the corporate governance model and the
model for editorial integrity that is well established in Media Norge today.
Schibsted's intention is to initiate merger negotiations as soon as possible.
Necessary general meetings are expected to be carried out in Q1 2011. The
intention is to close the merger during Q2 2011.
Contact persons:
Rolv Erik Ryssdal, CEO. Tel: +47 916 00 200
Trond Berger, CFO. Tel: +47 916 86 695
Jo Christian Steigedal, VP Investor Relations. Tel: +47 415 08 733
Oslo, 11 January 2011
SCHIBSTED ASA
Jo Christian Steigedal
Vice president IR
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Schibsted via Thomson Reuters ONE
[HUG#1478598]
Unternehmensinformation / Kurzprofil:
Datum: 11.01.2011 - 07:01 Uhr
Sprache: Deutsch
News-ID 50338
Anzahl Zeichen: 5696
contact information:
Town:
Oslo
Kategorie:
Business News
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