029 Group SE

M&A Activity • Jul 25, 2014

News Details

Takeover Bids | 25 July 2014 07:47

Takeover Offer;

Target company: Sky Deutschland AG; Bidder: Kronen tausend985 GmbH

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a company of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Sky Deutschland AG Announcement: Decision to Make an Offer for Sky

Deutschland AG

Art. 10 WpÜG announcement:

NON-BINDING ENGLISH CONVENIENCE TRANSLATION

Announcement of the decision to make a voluntary public takeover offer

(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1

in conjunction with sections 29 para. 1, 34 of the German Securities

Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Offeror:

Kronen tausend985 GmbH

Denninger Straße 84

81925 München

Deutschland

registered with the commercial register of the local court (Amtsgericht) of

Munich under HRB 211181

Target Company:

Sky Deutschland AG

Medienallee 26

85774 Unterföhring

Germany

registered with the commercial register of the local court (Amtsgericht) of

Munich under HRB 154549

ISIN: DE000SKYD000

WKN: SKYD00

The shares of the target company are listed in the regulated market (Prime

Standard) of Frankfurt Stock Exchange and are traded in the over the

counter market (Freiverkehr) in Berlin, Düsseldorf, Hamburg, Hannover,

Munich and Stuttgart.

Kronen tausend985 GmbH (‘Bidder’) decided today to make a voluntary public

takeover offer to the shareholders of Sky Deutschland AG (‘SkyD’) (the

‘Offer’) for the purchase of their ordinary registered shares with no par

value in SkyD (the ‘SkyD-Shares’) against payment of a cash consideration

of EUR 6.75 per SkyD-Share.

The Bidder has also entered today into a share purchase agreement with 21st

Century Fox Adelaide Holdings B.V. (’21CF’) for the acquisition of 21CF’s

57.4% stake in SkyD on a fully diluted basis (after exercise of the

convertible bond held by 21CF).

The Bidder is an indirect wholly-owned subsidiary of British Sky

Broadcasting Group plc, a public limited company incorporated in the United

Kingdom.

The Offer will be subject to conditions to be set out in the offer

document, including regulatory clearances. The Offer will not be subject to

a minimum acceptance condition.

The offer document (in German and a non-binding English translation)

containing the detailed terms and conditions of, and other information

relating to, the Offer will be published on the internet at:

www.tvinformationupdate.com

The offer document will also be published by way of a notice of

availability in the Federal Gazette (Bundesanzeiger).

Important Notice:

The terms and conditions of the Offer will be published in the offer

document only after the permission by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,

BaFin) has been obtained. Investors and holders of shares in SkyD are

strongly advised to read all relevant documents regarding the Offer

published by the Bidder when they become available because they will

contain important information. Investors and shareholders of SkyD will be

able to receive these documents, when they become available, at the website

www.tvinformationupdate.com. Upon publication, the offer document will also

be available free of charge at a specified location.

This announcement is for information purposes only and does not constitute

an invitation to make an offer to sell SkyD-Shares. This announcement does

not constitute an offer to purchase SkyD-Shares and is not for the purposes

of the Bidder making any representations or entering into any other binding

legal commitments.

An offer to purchase shares in SkyD will be solely made by the offer

document which is to be published by the Bidder in due course and the offer

is exclusively subject to the terms and conditions set out in the offer

document. The terms and conditions contained in the offer document may

differ from the general information described in this announcement.

Shareholders of SkyD are strongly recommended to seek independent advice,

where appropriate, in order to reach an informed decision in respect of the

content of the offer document and with regard to the Offer for SkyD.

The Offer will be issued exclusively under the laws of the Federal Republic

of Germany, especially under the German Securities Acquisition and Takeover

Act (Wertpapiererwerbs- und Übernahmegesetz, (‘WpÜG’)) and the Regulation

on the Content of the Offer Document, Consideration for Takeover Offers and

Mandatory Offers and the Release from the Obligation to Publish and Issue

an Offer (‘WpÜG Offer Regulation’). The Offer will not be executed

according to the provisions of jurisdictions (including the jurisdictions

of United States of America, Canada, Australia, and Japan) other than those

of the Federal Republic of Germany. Thus, no other announcements,

registrations, admissions or approvals of the Offer outside the Federal

Republic of Germany have been filed, arranged for or granted. The

shareholders of SkyD cannot rely on having recourse to provisions for the

protection of investors in any jurisdiction other than such provisions of

the Federal Republic of Germany. Any contract that is concluded on the

basis of the Offer will be exclusively governed by the laws of the Federal

Republic of Germany and is to be interpreted in accordance with such laws.

The Bidder has not approved the publication, sending, distribution, or

dissemination of this announcement or any other document associated with

the Offer by third parties outside the Federal Republic of Germany. Neither

the Bidder nor persons acting in concert with the Bidder within the meaning

of Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way

responsible for the compliance of the publication, sending, distribution,

or dissemination of this announcement or any other document associated with

the Offer by a third party outside of the Federal Republic of Germany to

any jurisdiction with legal provisions other than those of the Federal

Republic of Germany.

The release, publication or distribution of this announcement in certain

jurisdictions other than the Federal Republic of Germany may be restricted

by law. Persons who are not resident in the Federal Republic of Germany or

who are subject to other jurisdictions should inform themselves of, and

observe, any applicable requirements.

Munich, 25 July 2014

Kronen tausend985 GmbH

The Managing Directors

End of WpÜG announcement

End of WpÜG announcement

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Media archive at www.dgap-medientreff.de and www.dgap.de

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Listed: Regulierter Markt Frankfurt (Prime Standard); Freiverkehr Berlin,

Düsseldorf, Hamburg, Hannover, München, Stuttgart