ProSiebenSat.1 Media SE

M&A Activity • Feb 22, 2002

News Details

Ad-hoc | 22 February 2002 17:21

ProSiebenSat.1 Media AG english

KirchMedia and ProSiebenSat.1 Media AG: Revisions to the Announced Merger Plans Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– KirchMedia and ProSiebenSat.1 Media AG Jointly Announce Revisions to the Announced Merger Plans Preference shares to be converted into ordinary shares Munich, 22 February 2002. KirchMedia and ProSiebenSat.1 Media AG have agreed that the proposed time schedule for the planned merger of the two companies will be revised. It remains however their conviction that the merger is the most desirable strategy for both companies. It remains KirchMedia’s intention to present a comprehensive merger plan at the earliest opportunity. The management and the supervisory board of ProSiebenSat.1 Media AG intend to propose to its shareholders to convert the preference shares into voting shares. This will be proposed at the Annual General Meeting to be held in May 2002. KirchGruppe is currently implementing a series of actions to improve the overall financial profile of the group to be completed prior to a resolution on the merger including: .A long-term resolution for the ownership structure and financing of the pay-TV platform Premiere. .Sale of KirchMedia’s stake in Telecinco, the Spanish free-TV broadcaster. Negotiations are at an advanced stage and the closing of the transaction is expected shortly. .Disposal of the approximately 40-percent share held by KirchBeteiligungs GmbH & Co. KG in Axel Springer Verlag AG (ASV). The KirchGruppe has received attractive offers from financial investors and is currently conducting talks. Furthermore, the KirchMedia and ProSiebenSat.1 Media AG boards have mutually agreed that the majority shareholding in the Formula One motor-racing series owned by KirchBeteiligungs GmbH & Co. KG shall not be part of the merged company unless a satisfactory solution is previously reached with the racing teams and the automobile manufacturers involved. All parties remain fully committed to take all necessary actions to ensure that the merged entity will hold investment grade status. end of ad-hoc-announcement (c)DGAP 22.02.2002 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: Contact: Dr. Torsten Rossmann, Company Spokesperson, ProSiebenSat.1 Media AG Medienallee 7, D-85774 Unterföhring Tel.: +49 89 95 07-11 80, Fax: +49 89 95 07-11 84 email: Torsten.Rossmann@ProSiebenSat1.com Press release online: www.ProSiebenSat1.com ——————————————————————————– WKN: 777 117; ISIN: DE0007771172; Index: MDAX Listed: Amtlicher Handel in Frankfurt; Freiverkehr in Berlin, Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 221721 Feb 02