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Not for release, publication or distribution in the United States, Canada, Australia and Japan.
This press release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares of Premiere AG (the "Shares") may not be offered or sold in the United States under the U.S. Securities Act of 1933, as amended, absent registration or an exemption from registration. No public offering of shares will be made in the United States.
Premiere AG: News Corp waiver granted by BaFin
Munich, January 31, 2009. On January 30, 2009 the Federal Financial Supervisory Authority (“BaFin”) granted News Adelaide Holdings B.V. and certain affiliated entities, including News Corp (the “News Corp Entities”) an exemption from the requirement to submit a mandatory takeover offer, if the shareholding of the News Corp Entities in Premiere reaches or exceeds 30 percent of the voting rights in connection with the second capital raising as part of the new financing structure.
Under the new financing structure agreed among Premiere, its bank syndicate and News Corp on December 22, 2008, the existing debt facilities will be replaced by long-term facilities with a total amount of €525m, conditional upon two capital increases in the total amount of €450m backstopped by News Corp. The first capital increase was completed in January 2009 with gross proceeds of €38.44 million.
The waiver was a key condition for News Corp to support Premiere’s financial restructuring plan. The second capital increase is subject to approval by the Premiere shareholders at the EGM, which will be held in Munich on February 26, 2009.
Contact for press:
Torsten Fricke
Vice President Corporate Communications
Tel.: +49 89/99 58-63 50
torsten.fricke@premiere.de
Contact for investors and analysts:
Christine Scheil
Vice President Investor Relations
Tel.: +49 89/99 58-10 10
christine.scheil@premiere.de
This press release contains statements regarding future developments that have been based on current evaluations and have been made to best of the knowledge of the management of Premiere AG. Such statements with regard to future developments are subject to known and unknown risks, uncertainties and other factors that could cause the profit situation, profitability, value development or the performance of Premiere AG or the success of the media industry to diverge from those profit situations, profitability, value development or performance results that are assumed expressly or implied or described in these statements regarding the future. Considering these risks, uncertainties and well as other factors, readers of these documents should not rely in an incommensurate manner on these statements dealing with future developments. Premiere AG has no obligation to behave in keeping with such statements regarding future developments or to alter its behavior to accommodate future events and developments.
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