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Vend Marketplaces ASA

Board/Management Information Jan 11, 2011

3738_rns_2011-01-11_cc5d1b2b-e2db-427f-bbc1-2765d927cfd9.html

Board/Management Information

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Schibsted ASA (SCH) - Negotiations to merge Schibsted and Media Norge ASA

Schibsted Media Group has taken the initiative to initiate negotiations with

Media Norge ASA with the aim to merge Schibsted ASA and Media Norge ASA. - Media

Norge is core business for Schibsted. We have strong belief in the future of

both the media houses and of Finn.no, Rolv Erik Ryssdal, CEO of Schibsted Media

Group says.

Such a transaction would be financially attractive for all the parties involved.

At the same time, the desire to attend to the minority shareholders of Media

Norge is combined with the ambition to create a future-oriented and robust

corporate structure for Schibsted Media Group.

- For Schibsted Media Group it is strategically important to secure efficient

and future oriented media houses. At the same time, a merger with Media Norge

will strengthen our other strategic pillar, online classifieds, Rolv Erik

Ryssdal says.

Currently, Schibsted holds 84.2 per cent of Media Norge. Furthermore, an

agreement has been made to acquire 1.7 per cent from a group of shareholders

based in the southern region of Norway. 12 per cent of the acquisition will be

settled through Schibsted shares at NOK 171.35, and 88 per cent through cash at

NOK 72.50 per Media Norge share. Schibsted reduces through the transaction the

number of treasury shares by 84,225 and has after this 3,982,837 own shares.

The proposal implies that the minority shareholders are offered shares in

Schibsted ASA or a cash settlement when the merger is carried through. The

transaction values the equity of Media Norge at NOK 7.25 billion. Shareholders

controlling 6.66 per cent of the shares and 23.5 per cent of the votes in Media

Norge have pre accepted a merger based on this valuation.

The values in Media Norge are related to the online classifieds operations of

Finn.no, held 50.01 per cent, and the Aftenposten, Bergens Tidende, Stavanger

Aftenblad and Fædrelandsvennen media houses, all owned 100 per cent. Schibsted's

assessment is that close to half of the values in Media Norge are linked to

online activities. Included in the valuation of NOK 7.25 billion is the Media

Norge cash balance of estimated NOK 1.7 billion at year end 2010, adjusted for

minority interests in of Finn.no.

Schibsted proposes a merger based on an exchange rate where the shareholders of

Media Norge ASA receves a cash amount of NOK 24.17 and 0.2821 shares in

Schibsted for each share in Media Norge ASA. This is based on a valuation of

each Media Norge share of NOK 72.50 and each Schibsted ASA share of NOK 171.35,

and a settlement with two thirds shares and one third cash. Schibsted has

approximately 4.0 million treasury shares, and the intention is to uses these in

the merger transaction.

- To merge Schibsted ASA and Media Norge is sensible for several reasons. First

of all, we create a structure that makes it easier to cooperate across the

group's units. This will enhance our ability to create value, and at the same

time free up resources that can be used to strengthen our subsidiaries' core

activities. Secondly, we solve the challenge linked to the minority interests in

Media Norge. Currently, the minorities are in a locked up situation, and an IPO

of Media Norge would be less effective in today's situation. The merger that we

suggest represents a better solution, which secures equal treatment for all

shareholders in Media Norge. At the same time, the valuation is financially

attractive for all parties involved, Rolv Erik Ryssdal says.

The merger will not imply significant changes in the operations or

organizational setup of Media Norge, and the executive management will continue

as before. The intention is to preserve the corporate governance model and the

model for editorial integrity that is well established in Media Norge today.

Schibsted's intention is to initiate merger negotiations as soon as possible.

Necessary general meetings are expected to be carried out in Q1 2011. The

intention is to close the merger  during Q2 2011.

Contact persons:

Rolv Erik Ryssdal, CEO. Tel: +47 916 00 200

Trond Berger, CFO. Tel: +47 916 86 695

Jo Christian Steigedal, VP Investor Relations. Tel: +47 415 08 733

Oslo, 11 January 2011

SCHIBSTED ASA

Jo Christian Steigedal

Vice president IR

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1478598]

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