Signing of preliminary and conditional agreements for the purchase of shares in Polskie Media S.A.

28 Mar 2013

The Management Board of Cyfrowy Polsat S.A. (Cyfrowy Polsat) hereby announces that on 28 March 2013 preliminary and conditional agreements for the sale of shares in Polskie Media S.A. (the Agreement) were concluded between Telewizja Polsat Sp. z o.o. seated in Warsaw (Telewizja Polsat, the Buyer), subsidiary of Cyfrowy Polsat, and Karswell Limited seated in Nicosia, Cyprus (the Seller I) and Sensor Overseas Limited seated in Nicosia, Cyprus (the Seller II).

Pursuant to the Agreements, Telewizja Polsat is obliged to enter into the promised agreements whereby it will purchase and Seller I and Seller II will sell a total of 14.500.000 registered shares in Polskie Media S.A. seated in Warsaw (Polskie Media, the Company) with nominal value of PLN 10 each comprising 100% of the Company's share capital and giving rise to 100% of voting rights at the annual general meeting for the total the total amount of PLN 99m, comprising price for shares and adjustments related to enterprise value.

The Agreement was concluded subject to the following precedent conditions:

  1. issue of the relevant approval by the President of the Office of Competition and Consumer Protection
  2. acquisition by either Seller I or Seller II of 2,500 registered shares with total nominal value of PLN 25 thousand from the Company's current minority shareholder.

Polskie Media is a broadcaster of two channels distributed both in terrestrial and cable-satellite: TV4 and TV6. An independent opinion of KPMG Advisory, prepared for the Management Board of Cyfrowy Polsat, confirms that price terms of the planned transaction are fair from the point of view of Cyfrowy Polsat.

Cyfrowy Polsat Group considers the acquisition of Polskie Media a strategic step towards strengthening of Telewizja Polsat's market position. This opens the possibility to increase advertising revenue based on the increasing reach and Group's stronger negotiations standing as well as the synergies in the following areas: access and use of the programming content, technical, advertising, marketing and cross-promotions as well as back-office resources.

Legal basis: Article 56 Section 1 point 1 of the Act on Publish Offering and conditions governing the introduction of financial instruments to the organized trading as well as public companies.

Attached files: 
Report Number: 
Last updated 10/21/2014