ProSiebenSat.1 Media AG: Share Purchase Agreement between German Media Partners and Lavena Holding 4 closed
6 March 2007
LOS ANGELES & MUNICH - The share purchase agreement dated December 14, 2006, between Lavena Holding 4 GmbH, which is controlled by funds advised by KKR and Permira, and German Media Partners L.P., for the acquisition of German Media Partner's majority interest in ProSiebenSat.1 Media AG closed today, thereby finalizing the transfer of legal ownership of the majority interest in Germany's largest commercial TV Group. Lavena Holding 4 GmbH now owns approximately 88 percent of the voting common stock and approximately 13 percent of the non-voting preferred stock, for a total of approximately 50.5 percent of the capital stock of the ProSiebenSat.1 Media AG.
All required approvals for the closing of the December 14, 2006 share purchase agreement between Lavena Holding 4 GmbH and German Media Partners L.P. have been obtained. Specifically, on February 22, 2007, the EU Commission cleared the acquisition and on February 6, 2007, the national Commission on Concentration in the Media (KEK) approved the takeover as consistent with legislation regulating media ownership in Germany.
The close of this transaction represents the conclusion of the successful restructuring of ProSiebenSat.1 Group, which was bought from the insolvency administrator of the Kirch empire and transformed into a highly profitable and fast-growing group.
During GMP's ownership, listed preference shares of ProSiebenSat.1 grew 337% from EUR 7.43 per share at the time of the acquisition to today's share price of EUR 25.05.
Haim Saban, Chairman and Chief Executive Officer of the Saban Capital Group, Inc., and chairman of the ProSiebenSat.1 Supervisory Board, said: "The Company's senior management was instrumental in the remarkable achievements during GMP's ownership and for creating significant value for all shareholders. We are extremely grateful for management's efforts, led by Guillaume de Posch, over the last couple of years."
In recognition of this performance, German Media Partners will pay a special bonus totaling EUR 23 million to the senior management group and employees of ProSiebenSat.1. This bonus is being funded solely by departing shareholder German Media Partners.
As of the closing of the share purchase agreement, the following individuals resign as members of the Supervisory Board of ProSiebenSat.1 Media AG: Haim Saban, Adam Chesnoff, John Connaughton, Albert Dobron, Patrick Healy, Ynon Kreiz, Seth Lawry, Stephen Pagliuca, Brian Powers, Arieh Saban, Scott Sperling and Joshua Steiner.
Saban continued, "I would like to thank all of the people with whom we met during our time in Germany for the friendly and warm-hearted reception and for the opportunity to invest and work here. We look forward to new opportunities to invest in Germany in the future."
About German Media Partners L.P.
German Media Partners L.P. is comprised of Saban Capital Group Funds (26.0%), Bain Capital Partners Funds (18.6%), Hellman & Friedman Funds (18.6%), Thomas H. Lee Partners Funds (18.6%), Providence Equity Partners Funds (11.2%), Quadrangle Group Funds (5.9%) and Alpine Funds (1.1%).