SBS Broadcasting to be Acquired by Permira
and KKR in Transaction Valuing the Company at
Approximately €2.1 Billion ($2.5 Billion)
Luxembourg - August 22, 2005
- 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 €2.094 billion ($2.549 billion).
An acquisition company jointly held by Permira
and KKR has agreed to pay SBS €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
€1.864 billion ($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
€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 €1=$1.2175, last Friday’s
closing exchange rate. At this exchange rate,
a €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 €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, 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 favor of the transaction.
Under the acquisition agreement, SBS is required
to pay Permira and KKR liquidated damages of
€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 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 €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 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 €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:
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.
CONTACTS:
For SBS Broadcasting:
Investors:
Chris Plunkett /Jon Lesko
Brainerd Communicators
Tel: +1 212 986 6667
Press:
Jeff Pryor
Pryor & Associates
Tel: +44 207 959 8900
(Sullivan & Cromwell offices)
Mobile: +31 62 886 2545 |
For Permira and KKR:
Press:
James Leviton/Melanie Gerlis
Finsbury
Tel: +44 207 251 3801
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2005
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