German Media Partners And KKR/Permira Announce Deal for Majority Stake In ProSiebenSat.1
14 December 2006
LONDON & FRANKFURT, Germany - Lavena Holding 4 GmbH, which is controlled by funds advised by KKR and Permira, today signed a share purchase agreement for the acquisition of German Media Partners L.P.'s majority stake in ProSiebenSat.1 Media AG, Germany's largest TV broadcasting group. Upon completion of the share purchase agreement, Lavena Holding 4 GmbH will acquire approximately 88 per cent of the voting common shares and approximately 13 per cent of the non-voting preference shares in ProSiebenSat.1 Media AG and will hold approximately 50.5 per cent of the registered share capital. The parties have agreed on a price of 28.71 Euro per common share and of 22.40 Euro per preference share. The completion of the share purchase agreement is subject to antitrust and media regulatory clearances.
Furthermore, Lavena Holding 4 GmbH has today announced its intention to launch a voluntary public takeover offer to the shareholders of ProSiebenSat.1 Media AG. The offer price per share will be equal to the weighted average share price during the last three months prior to the announcement of the takeover offer. The takeover offer will be conditional upon the completion of the share purchase agreement. Details of the intended offer will be published in an offer document upon approval of such offer document by the Federal Supervisory Agency on Financial Services (BaFin).
We are very pleased to announce this mutually beneficial transaction with KKR/Permira. After reviewing all of the bids, we are convinced that the KKR/Permira offer is the most attractive for both the company and current shareholders. We are confident that, as the new majority owner of ProSiebenSat.1, KKR/Permira will provide the company with strategic benefits and ensure continued prosperous growth," said Haim Saban, Chairman and CEO of Saban Capital Group, the lead investor in German Media Partners L.P.
We are delighted to have the opportunity to develop, together with the management and staff of ProSiebenSat.1, over the course of the coming years a new European media champion," said Thomas Krenz, Managing Partner of Permira, about the transaction. Johannes Huth, the member of KKR responsible for the firm's European operations, stated: "The Company has a great potential for growth, not only with its core TV channels, but also an innovative range of new online and transaction products. We will support the company with our know-how and resources in order to allow it to live up to its potential and continue the success story of ProSiebenSat.1 in Germany on a European scale.
On the basis of a significant equity commitment and a solid financing structure, the new shareholders will provide sufficient flexibility for investments in growth opportunities.
Krenz said that after completion of all regulatory proceedings and the voluntary takeover offer, the new investors will consider a possible business combination with the broadcasting group SBS Broadcasting, which is majority-owned by KKR and Permira and has a strong presence in Belgium, the Netherlands and Luxembourg as well as in Scandinavia and Eastern Europe. Huth stressed, however, that "it is clear, already today, that ProSiebenSat.1 will remain headquartered in Munich."
"ProSiebenSat.1 today is a fantastic company. Thanks to a great management team led by Guillaume de Posch, very talented employees, and the implementation of exceptional ideas over the past three years, ProSiebenSat.1 is the most successful turnaround in European broadcast TV in recent years. We are proud to have been behind this success story," added Adam Chesnoff, President and COO of Saban Capital Group.
KKR and Permira were advised by Lehman Brothers as well as by Freshfields Bruckhaus Deringer and Simpson Thacher & Bartlett LLP (Legal) on the transaction.
J.P. Morgan, Morgan Stanley, Weil Gotshal & Manges and Hogan & Hartson Raue were advisors to German Media Partners.
Permira is a leading international Private Equity specialist. As an independent business, Permira is owned and controlled by its partners. The firm's team of around 100 professionals, based in Frankfurt, London, Madrid, Milan, New York, Paris, Stockholm and Tokyo, advises the Permira Funds with a total committed capital of more than EUR 21 billion. Since 1985, the Permira Funds have completed over 180 private equity transactions. During the last year, the Permira Funds have completed seven transactions with a combined transaction value of over EUR 30 billion. ( www.permira.com )
Kohlberg Kravis Roberts & Co. (KKR) is one of the world's oldest and most experienced private equity firms specializing in management buyouts. Founded in 1976, it has offices in New York, Menlo Park, London, Paris, Hong Kong and Tokyo. Throughout its history, KKR has brought a long-term investment approach to its portfolio companies, focusing on working in partnership with management teams and investing for future competitiveness and growth. Over the past 30 years, KKR has completed 146 transactions with an aggregate value of more than US$ 260 billion. ( www.kkr.com )
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 Funds (11.2%), Quadrangle Funds (5.9%) and Alpine Funds (1.1%). German Media Partners indirectly owns 50.5% of the share capital and 88.0% of the voting rights of ProSiebenSat.1 Media AG. In total, German Media Partners owns 13.0% of the preference shares and 88.0% of the common voting shares of ProSiebenSat.1 Media AG through P7S1 Holding II S.a.r.l.
About Saban Capital Group
Saban Capital Group, Inc. (SCG) is a private investment firm specializing in the media and entertainment industries. Based in Los Angeles, SCG was established in 2001 by Haim Saban, founder of global family entertainment company Saban Entertainment, a global television broadcasting, production, distribution, merchandising and music company that was sold to the Walt Disney Corporation in October 2001 in a $5.2 billion transaction. The firm makes both controlling and minority investments in public and private companies and adds strategic value through its established relationships and industry experience. SCG is also invested in Bezeq, Israel's national telecommunication provider. In addition, SCG owns and operates a music company, Saban Music Group, which operates an independent music-publishing company.
About Thomas H. Lee Partners, L.P.
Thomas H. Lee Partners, L.P. is one of the oldest and most successful private equity investment firms in the United States. Since its founding in 1974, THL Partners has become the preeminent growth buyout firm, investing approximately $12 billion of equity capital in more than 100 businesses with an aggregate purchase price of more than $100 billion, completing over 200 add-on acquisitions for portfolio companies, and generating superior returns for its investors and partners. The firm manages approximately $20 billion of committed capital. Notable transactions sponsored by the firm include Dunkin Brands, VNU, Michael Foods, Houghton Mifflin Company, Fisher Scientific, Experian, TransWestern, Snapple Beverage and ProSiebenSat1 Media.
About Hellman & Friedman LLC
Hellman and Friedman LLC is a San Francisco-based private equity investment firm. Since its founding in 1984, the Firm has raised and managed $5 billion of committed capital and invested in over 40 companies. The Firm's strategy is to invest in superior business franchises and to be a knowledgeable and value-added investor in select industries, including financial services, media, marketing, professional services, and information services. Representative investments include the Nasdaq Stock Market, Inc.; Arch Capital Group Limited; Young & Rubicam, Inc.; Formula One Holdings, Ltd.; Western Wireless Corporation; Voicestream Wireless Corporation; Eller Media Company, Inc.; Franklin Resources, Inc.; and others.
About Bain Capital Partners
Bain Capital ( www.baincapital.com ) is a global private investment firm that manages several pools of capital including private equity, high-yield assets, mezzanine capital and public equity with more than $40 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 230 companies around the world, including investments in a broad range of companies such as HCA, Burger King, Warner Music Group, NXP Semiconductors, Houghton Mifflin Company, Toys "R" Us, AMC Entertainment, and Michaels Stores. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Tokyo, Hong Kong and Shanghai.
About Providence Equity Partners Inc.
Providence Equity Partners Inc. is a global private investment firm specializing in equity investments in media and entertainment, communications and information companies around the world. The principals of Providence Equity manage funds with over $9 billion in equity commitments and have invested in more than 80 companies operating in over 20 countries since the firm's inception in 1990. Significant investments include Bresnan Broadband Holdings, Casema, Comhem, Education Management Corporation, eircom, Idea Cellular, Kabel Deutschland, Metro-Goldwyn-Mayer, Ono, PanAmSat, ProSiebenSat.1, Recoletos, SunGard, VoiceStream Wireless, Warner Music Group, and Western Wireless. Providence Equity is headquartered in Providence, RI and has offices in New York and London.
About Quadrangle Group LLC
Quadrangle Group LLC is a private investment firm based in New York City, with approximately $5 billion in assets under management. Quadrangle invests in media and communications companies through separate private and public investment strategies, and in the securities of financially troubled companies across all industries through a distressed debt investment program. All investment strategies seek to maximize value by leveraging the investment teams' extensive experience, knowledge and industry relationships. For more information, please visit www.quadranglegroup.com.
About Alpine Equity Partners L.P
Alpine Equity Partners L.P. is a New York based merchant banking firm and an affiliate of Alpine Capital LLC, a mergers and acquisitions advisory firm principally involved in media, entertainment, communications and financial services. Included in the Alpine Equity Partners L.P. portfolio are investments in Daily Racing Form. LLC., Sit-Up Ltd., and Money Mailer LLC.