11 July 2019
Axel Springer's Executive Board and Supervisory Board recommend acceptance of the voluntary public tender offer by KKR
- Joint Reasoned Statement by the Executive Board and Supervisory Board published
- Fair financial consideration with an attractive premium for shareholders
- The Executive Board and Supervisory Board welcome KKR's commitment to support the long-term strategy of Axel Springer SE
Pursuant to the German Securities Acquisition and Takeover Act (WpÜG), the Executive Board and Supervisory Board of Axel Springer SE today issued their Joint Reasoned Statement on the voluntary public tender offer by Traviata II S.à r.l., a holding company owned by funds advised by the investor KKR, for all outstanding shares of Axel Springer SE. After a careful and in-depth examination of the offer document published on 5 July 2019, both boards recommend that the shareholders of Axel Springer SE accept the offer.
On the basis of an overall assessment, taking into account the results of fairness opinions provided by their respective financial advisors, the Executive Board and Supervisory Board have each come to the conclusion that the consideration offered of Euro 63.00 per Axel Springer share is fair from a financial point of view and represents an attractive 39.7 percent premium compared to the unaffected closing share price of EUR 45.10 on 29 May 2019, the day before Axel Springer confirmed discussions with KKR about a potential strategic investment. The Executive Board and Supervisory Board also carefully examined KKR's plans for Axel Springer's future business as specified in the offer document and both boards welcome KKR's intention to support Axel Springer's long-term strategy going forward. Friede Springer, vice chairwoman of the Supervisory Board, and Mathias Döpfner, CEO of Axel Springer SE, have not participated in passing the resolution as they and/or entities controlled by them will coordinate their conduct with respect to Axel Springer in a consortium with KKR in the future, subject to the consummation of the voluntary public tender offer.
"Over the coming years we will significantly invest in people, products, brands and technology. With KKR as a financial and strategic partner we will be able to pursue these initiatives with a long-term focus on growth and profitability", said Julian Deutz, CFO of Axel Springer.
Ralph Büchi, Chairman of the Supervisory Board commented: "After a careful and thorough analysis, the Executive Board and Supervisory Board both recommend that shareholders accept the offer as it allows them to obtain a very attractive 39.7 percent premium to the unaffected share price. Shareholders who accept the offer will realize a significant part of the envisaged long-term value creation immediately upfront."
Pursuant to Section 27 WpÜG, the Joint Reasoned Statement by the Executive Board and Supervisory Board has been published on the company website of Axel Springer at go.axelspringer.com/kkr_en (non-binding English translation; the binding German version is available at go.axelspringer.com/kkr).
Copies of the Joint Reasoned Statement can also be obtained free of charge from Axel Springer SE, Investor Relations, Axel-Springer-Strasse 65, 10969 Berlin, firstname.lastname@example.org. The announcement that the statement has been published and is available free of charge was further made in the Federal Gazette today.
The tender period for the offer started with the publication of the offer document on 5 July 2019 and will end on 2 August 2019, 24:00 CEST. The success of the offer is subject to a minimum acceptance threshold of 20 percent of the share capital of Axel Springer SE and further customary conditions, including merger control, foreign investment and media concentration clearances.
Please kindly note that only the reasoned statement of the Executive Board and Supervisory Board is authoritative. The information in this press release does not constitute an explanation or supplement to the contents in the reasoned statement.
Axel Springer SE
+49 30 2591 77600
About Axel Springer
Axel Springer is a media and technology company and active in more than 40 countries. By providing information across its diverse media brands (among others BILD, WELT, BUSINESS INSIDER, POLITICO Europe) and classifieds portals (StepStone Group and AVIV Group) Axel Springer SE empowers people to make free decisions for their lives. Today, the transformation from a traditional print media company to Europe's leading digital publisher has been successfully accomplished. The next goal has been identified: Axel Springer wants to become global market leader in digital content and digital classifieds through accelerated growth. The company is headquartered in Berlin and employs more than 16,300 people worldwide. In the fiscal year 2018, Axel Springer generated 71 percent of revenues with its digital activities which also contributed 84 percent to earnings (adj. EBITDA).
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