Saban Capital Group Announces Tender Offer For All Outstanding Shares of ProSiebenSat.1.; Will Not Convert Preference Shares into Common Shares
11 August 2003
MUNICH, Germany - Aug. 11, 2003 - A subsidiary of Saban Capital Group, Inc. (SCG), the private investment firm of media entrepreneur Haim Saban, announced today that consistent with German law, it will make a cash tender offer for all outstanding shares of ProSiebenSat.1 Media AG (XETRA:PSMG - p.DE). The offer for the preference shares will be made at the weighted average share price for the three-month period prior to the announcement of the acquisition of the voting control of ProSiebenSat.1 by SCG.
SCG does not intend to pursue the conversion of the preference shares into ordinary shares. SCG has provided a backstop of EUR280 million to ProSiebenSat.1 for a capital increase, replacing the previous guarantee by the KirchMedia administrator and the KirchMedia banks to provide the funds.
The offer document will be filed with the BAFin (Federal German Financial Services Supervisory Authority) within four weeks, the statutory period prescribed. After approval by BAFin, a tender offer will be published and the terms of the offer will be made available to shareholders.
As previously announced today, through a subsidiary, SCG acquired 36 percent of the share capital of ProSiebenSat.1 Media AG (72 percent of the voting rights) from KirchMedia.
The acquisition, planned tender offer and capital increase will be financed with equity from SCG and additional financing from SCG Investments I Corp., Bain Capital L.L.C., Hellman & Friedman LLC, Thomas H. Lee Partners, L.P., Providence Equity Partners, Inc., Quadrangle Group LLC and Alpine Equity Partners L.P.
This notice does not constitute an offer to sell or a solicitation offer to buy any securities.
About ProSiebenSat.1 Media AG
ProSiebenSat.1 Media AG is Germany's largest TV company. Formed in 2000 by merging ProSieben Media AG and Sat.1, the group has four strong TV stations - Sat.1, ProSieben, Kabel 1 and N24 - and holds a leading position in both the multimedia and merchandising fields. Through its shareholding in Euvia Media, the Group has entered the promising area of Transaction-TV. The publicly listed MDAX company has 2,900 employees in Munich and Berlin.
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. 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 a Boston-based private equity firm focused on identifying and acquiring substantial ownership positions in growth companies. Founded in 1974, Thomas H. Lee Partners currently manages approximately $12 billion of committed capital. Notable transactions sponsored by the firm include: American Media, Inc., AXIS Capital Holdings Limited, Houghton Mifflin, TransWestern Publishing, National Waterworks, Endurance Specialty Insurance, Vertis, Eye Care Centers of America, Cott Corporation, United Industries, Rayovac, Fisher Scientific International, Experian, GNC and Snapple Beverage.
About Bain Capital
Bain Capital is a global private investment firm that manages several pools of capital including private equity, high-yield assets, mezzanine capital and public equity with over $15 billion in assets under management. Since its inception in 1984, the firm has made private equity investments and add-on acquisitions in over 225 companies around the world, in a variety of sectors, including media and entertainment. Bain Capital partners with exceptional management teams in order to build long-term value in its portfolio companies. Headquartered in Boston, Bain Capital has offices in Munich, London, New York, and San Francisco. For more information visit www.baincapital.com.
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. For more information on Hellman & Friedman, visit www.hf.com.
About Providence Equity Partners Inc.
Providence Equity Partners Inc. is one of the world's leading private investment firms specializing in equity investments in media and communications companies. The principals of Providence Equity manage funds with over $5.0 billion in equity commitments, including Providence Equity Partners IV, a $2.8 billion private equity fund, and have invested in more than 60 companies operating in over 20 countries since the firm's inception in 1991. Providence Equity's current and previous areas of investment include television and radio broadcasting, cable television content and distribution, wireless and wireline telephony, publishing and other media and communications sectors. Recent investments include YES Network, Craig Media, Mountain States, Casema and eircom. Visit www.provequity.com' for additional information.
About Quadrangle Group LLC
Quadrangle Group LLC manages Quadrangle Capital Partners LP, a private equity fund that specializes in the media and communications industries. The firm also invests in financially troubled companies across industry groups through a separately managed distressed debt investment program. Quadrangle Group was founded in March 2000 by four former Managing Directors of Lazard Freres & Co. LLC who have more than 60 years of combined experience in private equity and in media and communications. Additional information may be found at 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.
Saban Capital Group, Germany Citigate Dewe Rogerson GmbH
Bernhard Meising, +49 (0)211 5775 902
Elisabeth Ramelsberger, +49 (0)211 5775 913
or Saban Capital Group, U.S. Citigate Sard Verbinnen
Stephanie Pillersdorf, 212-687-8080.