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Central European Media Enterprises Agrees To Acquire bTV, The Leading TV Channel In Bulgaria, For US$400 Million
February 18, 2010, Hamilton, Bermuda
Hamilton, Bermuda – February 18, 2010 – Central European Media Enterprises Ltd. (“CME”) (Nasdaq/Prague Stock Exchange: CETV) announced today that it has entered into an agreement with News Corporation (Nasdaq: NWS) to acquire bTV, the free-to-air commercial television channel in Bulgaria, as well as the bTV Cinema and bTV Comedy cable channels and 74% of Radio Company C.J. OOD which operates several radio stations (the bTV Group). Total consideration, which is payable in cash, is US$400 million on a cash-free and debt-free basis. The consideration is subject to adjustment in the event that actual working capital at completion differs from an agreed level of target working capital.The transaction is subject to the approval of the Bulgarian Commission for the Protection of Competition and other customary closing conditions and is expected to complete in the second quarter of 2010.
Adrian Sarbu, President and CEO of CME, commented: “The acquisition of bTV is the next step in repositioning CME after the sale of our Ukrainian operations. We are now focused on building a highly profitable vertically integrated media company operating in the EU and EU accession countries. bTV greatly complements our portfolio of broadcasting assets. I am confident that we will be able to bring Bulgarian viewers an enhanced TV offer and deliver significant value for our shareholders.”
In connection with this acquisition, CME will also enter into an agreement to acquire from Top Tone Holdings Limited its 20% interest in CME’s Pro.BG business in consideration of a 6% interest in a newly created subsidiary that will hold the bTV business and Pro.BG businesses and the termination of the existing agreements in respect of the Pro.BG business. Top Tone Holdings will also have the right to acquire an additional 4% interest for period of up to three years from closing. The closing is expected to be simultaneous with the completion of the acquisition of the bTV businesses.
CME was advised by Deutsche Bank AG, London Branch on the acquisition of the bTV Group.
CME is a vertically integrated media company operating leading broadcasting, internet and TV content businesses in seven Central and Eastern European countries with an aggregate population of approximately 97 million people. CME’s television stations are located in Bulgaria (Pro.bg and Ring.bg), Croatia (Nova TV), Czech Republic (TV Nova, Nova Cinema, Nova Sport and MTV Czech), Romania (PRO TV, PRO TV International, Acasa, PRO Cinema, Sport.ro and MTV Romania), Slovakia (TV Markíza, Doma), Slovenia (POP TV, Kanal A and TV Pika) and Ukraine (Studio 1+1, Studio 1+1 International and Kino). CME is traded on the NASDAQ and the Prague Stock Exchange under the ticker symbol “CETV”.
Forward Looking Statements
This press release contains forward-looking statements, including those relating to our Bulgarian operations. For these statements and all other forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy or are otherwise beyond our control and some of which might not even be anticipated. Future events and actual results, affecting our strategic plan as well as our financial position, results of operations and cash flows, could differ materially from those described in or contemplated by the forward-looking statements. Important factors that contribute to such risks include, but are not limited to, our effectiveness in implementing our strategic plan our Bulgarian operations; the performance of obligations by third parties with whom we have entered agreements; the effect of the credit crisis and economic downturn in our markets as well as in the United States and Western Europe; decreases in television advertising spending and the rate of development of the advertising markets in the countries in which we operate; and our ability to acquire necessary programming and attract audiences.
For additional information, please contact:
Romana Wyllie
Vice President of Corporate Communications
Central European Media Enterprises
Krizeneckeho nam. 1078/5
152 00 Praha 5
Czech Republic
+420 242 465 525
romana.wyllie@cme-net.com
