MTG: Recommended Cash Offer for Gymgrossisten Nordic AB (publ)

MTG: Recommended Cash Offer for Gymgrossisten Nordic AB (publ)

The Offer is not being made, and this press release may not be distributed,
directly or indirectly, in or into, nor will any tender of shares be accepted
from or on behalf of holders in, the United States of America, Australia,
Canada, South Africa or Japan or any other jurisdiction in which the making of
the Offer, the distribution of this press release or the acceptance of any
tender of shares would contravene applicable laws or regulations or require
further offer documents, filings or other actions in addition to those required
under Swedish law. This press release is a translation of the Swedish original
press release. In case of any discrepancies between the Swedish version and the
English version, the Swedish shall take precedence.

Modern Times Group MTG AB (publ) (”MTG”), the international entertainment
broadcasting group, today announced, through the wholly-owned subsidiary CDON AB
(”CDON”), a recommended offer for the entire outstanding share capital of
Gymgrossisten Nordic AB (publ) (”Gymgrossisten” or the “Company”). CDON is
offering SEK 33.10 per Gymgrossisten share in cash (the ”Offer”).
Gymgrossisten's shares are traded on First North under the symbol ”GYM”. 

The Board of Directors of Gymgrossisten unanimously recommends that
Gymgrossisten's shareholders accept the Offer. Shareholders representing 77.7
per cent of Gymgrossisten's total outstanding share capital and voting rights
have entered into irrevocable undertakings with CDON to sell their shares under
the Offer.

The Offer in Brief - This summary should be read in conjunction with the full
text of this press release

* The Offer price is SEK 33.10 in cash per Gymgrossisten share

* The Offer represents a premium of 37.6 per cent to the volume weighted average
price of SEK 24 for the Gymgrossisten share during ten trading days prior to the
announcement of the Offer

* The total value of the Offer amounts to approximately SEK 195.6 million

* The Gymgrossisten Board of Directors unanimously recommends the Company's
shareholders to accept the Offer, supported by a Fairness Opinion issued by
Swedbank

* Shareholders representing 77.7 per cent of the Company's share capital and
voting rights have entered into irrevocable undertakings with CDON to sell their
shares under the Offer 

* The acceptance period for the Offer is expected to commence on 21 December
2007 and to end on 18 January 2008, with settlement taking place as soon
thereafter as possible


Background and Rationale 

CDON.COM is an e-commerce business, which was launched in 1999 and has grown
consistently over the past eight years. CDON reported revenue of SEK 740
million, and SEK 55 million of operating income (earnings before interest and
taxes), for the twelve months ended 31 December 2006. The CDON.COM Internet site
currently attracts a total of approximately four million monthly visitors, of
which two million are unique visitors. CDON is active across the Nordic markets
and sells entertainment products such as CDs, DVDs, games, consumer electronics,
and digitally downloadable products such as on demand video and music.

Gymgrossisten was established in 1996 and has built a leading position in the
Swedish market for dietary supplement products, primarily via the Internet but
also via franchise stores. 

Gymgrossisten reported a 24% growth in revenues to SEK 81.9 (66.1) million for
the first nine months of 2007. Operating profit for the period increased by 21%
to SEK 13.5 (11.2) million. The Company reported revenues of SEK 86.9 million
and an operating profit of SEK 13.3 million for the full year 2006.
The number of customers is approximately 115,000. The Company has built up its
“Star Nutrition” branded product range, and acquired Bodystore, which is the
Swedish market leader for the sale of nutritional products over the Internet, in
July 2007.
CDON has a stated strategy to expand into additional product segments. As part
of this strategy, it acquired online fashion retailer Nelly.se in September
2007. Nelly.se is a Swedish fashion site with a current focus on a younger
female target group. The acquisition of Gymgrossisten will enable CDON to enter
the large and fast growing online health and sports product market in Sweden.
Gymgrossisten and Bodystore are two companies, which CDON intends to rapidly
develop through the expansion of the product range and geographic market
presence. CDON has a pan-Nordic logistics and marketing organisation, which will
facilitiate a rapid and cost efficient pan-Nordic expansion of Gymgrossisten and
Bodystore. CDON's customer base of over 1.5 million active customers is also
expected to further leverage the combined entity's sales.
”An acquisition of Gymgrossisten is a natural next step in our strategy to
expand our business into new high growth market segments. Gymgrossisten targets
similar demographic groups as CDON and other MTG companies, which will create
additional benefits of scale and synergy. CDON's experience from strong growth
will be very beneficial to Gymgrossisten and Bodystore in their own future
growth on the Nordic markets” commented Mikael Olander, CEO of CDON AB.
“As the CEO of Gymgrossisten, I am proud of what we have achieved and that this
has been noticed by MTG, one of the largest media companies in the Nordic
region. I see significant potential in the combination of the Gymgrossisten and
CDON businesses to create exciting opportunities for our customers, employees
and business partners” said David Frykman, CEO of Gymgrossisten Nordic AB. 
CDON attributes great value to the work performed by the Gymgrossisten
management team and employees, and intends to continue to maintain the high
standard of employee relations within Gymgrossisten. The management and
employees of Gymgrossisten will continue to play an instrumental role in the
future success of the combined business.  


The Offer

CDON offers SEK 33.10 in cash for each share in Gymgrossisten.  No commission
will be charged. Gymgrossisten's shares are traded on First North under the
symbol “GYM”.


The Offer represents:

* a premium of 31.3 per cent compared to the closing price of SEK 25.2 for the
Gymgrossisten share on 13 December 2007, being the last trading day before the
announcement of the Offer;

* a premium of 37.6 per cent compared to the volume weighted average price of
SEK 24 for the Gymgrossisten share during the ten trading days preceding the
announcement of the Offer (30 November 2007 - 13 December 2007); and

* a premium of 35.7 per cent compared to the volume weighted average price of
SEK 24.4 for the Gymgrossisten share during the 30 trading days preceding the
announcement of the Offer (2 November 2007 - 13 December 2007).

The total value of the Offer amounts to approximately SEK 195.6 million. 
The Offer will be financed by existing cash funds and credit facilities
available within MTG. MTG has committed to provide necessary financing to carry
out the Offer.
Neither MTG nor CDON currently hold any shares in the Company.


Undertakings to Accept the Offer

Franka Industrier AB, Kramerica Industries AB, Redrio Network AB, ABE Brazil
Investment Company Ltd., Tafica Ltd., Daniel Soussan AB, Nicklas Storåkers, PA
Brazil Holding B.V., Peter Westberg, Ulf Bergström and Iwojima AB, in aggregate
representing 77.7 per cent of the share capital and voting rights in
Gymgrossisten, have irrevocably committed to accept the Offer. These irrevocable
commitments are conditional upon no other party announcing an offer to acquire
all the shares in Gymgrossisten to a price exceeding the price in the Offer by
20 per cent and on CDON deciding not to match the competing offer (i.e. to offer
a price equal to or exceeding the price in the competing offer) within one week
from the announcement of the competing offer.  


Recommendation by the Board of Directors of Gymgrossisten

Pursuant to a separate press release issued today, the Board of Directors of
Gymgrossisten unanimously recommends the shareholders to accept the Offer,
supported by a Fairness Opinion issued by Swedbank.


Conditions for Completion of the Offer

Completion of the Offer is conditional upon the fulfilment of the following
conditions:

1. 	that the Offer is accepted to the extent that CDON becomes the owner of more
than 90 per cent of the total number of shares in Gymgrossisten on a fully
diluted basis;

2. 	that no other party announces an offer to acquire shares in Gymgrossisten on
terms which are more favourable than the terms of the Offer for the holders of
shares in Gymgrossisten;

3. 	that, with respect to the Offer and the acquisition of Gymgrossisten, all
necessary regulatory, governmental or similar clearances, approvals and
decisions from relevant authorities and bodies in Sweden and elsewhere have been
received, in each case on terms which, in CDON's opinion, are acceptable;

4. 	that, save as publicly announced by Gymgrossisten prior to the date the
Offer was announced, or as otherwise disclosed in writing to CDON prior to that
date, CDON does not discover that any information publicly disclosed by
Gymgrossisten or otherwise made available to CDON is materially inaccurate or
misleading or that any material information which should have been publicly
disclosed by Gymgrossisten has not been so disclosed or otherwise disclosed in
writing to CDON prior to the date the Offer was announced;

5. 	that neither the Offer nor the acquisition of Gymgrossisten is wholly or
partly prevented or materially adversely affected by any legislation or other
regulation, court decision, authority decision, action by third party or similar
circumstance, which is actual or could reasonably be anticipated, outside the
control of CDON and which CDON could not reasonably have known or anticipated at
the time of the announcement of the Offer;

6. 	that, save as publicly announced by Gymgrossisten prior to the date the
Offer was announced or as otherwise disclosed in writing to CDON prior to that
date, there is no event or circumstance and no event or circumstance occurs or
becomes known on or after that date, which has or can reasonably be expected to
have a material adverse effect upon Gymgrossisten's sales, results, liquidity,
equity or assets; and

7. 	that Gymgrossisten does not take any measures that would or are meant to
adversely affect the prerequisites for the Offer or the execution thereof.

CDON reserves the right to withdraw the Offer in the event that it is clear that
any of the above conditions is not fulfilled or cannot be fulfilled. However,
with regard to conditions 3-7, such withdrawal will only be made provided that
the non-fulfilment of such condition is of material importance to CDON's
acquisition of the shares in Gymgrossisten.

CDON reserves the right to waive, in whole or in part, any or all of the
conditions above, including, with respect to condition 1 above, to complete the
Offer at a lower level of acceptance.


Due Diligence Review

CDON with Gymgrossisten's Board of Directors' consent, conducted a limited due
diligence review of certain business, financial and legal information relating
to Gymgrossisten.
Indicative Timetable

A Swedish language offer document describing the Offer is expected to be made
public on or around 18 December 2007 and be distributed to the shareholders of
Gymgrossisten in connection therewith, together with an acceptance form. An
English language acceptance form will also be made available and can be ordered
by calling Nordea at +46 8 21 27 67 once the acceptance period has started. The
acceptance period for the Offer is expected to commence on 21 December 2007 and
end on 18 January 2008. Settlement will begin as soon as possible thereafter.
CDON reserves the right to extend the acceptance period as well as to defer the
date of settlement.


Compulsory Acquisition and Cease of Trading of the Gymgrossisten Share 

As soon as possible following CDON's acquisition of shares representing more
than 90 per cent of the shares in Gymgrossisten, CDON intends to initiate
compulsory acquisition of the remaining outstanding shares in Gymgrossisten. In
connection herewith, CDON intends to act with the purpose so that the trading of
Gymgrossisten's shares on First North ceases. 


Applicable Law and Disputes etc.

The Offer, as well as the agreements entered into between CDON and the
shareholders of Gymgrossisten as a result of the Offer, shall be governed by and
construed in accordance with substantive Swedish law. Disputes relating to the
Offer shall be subject to the exclusive jurisdiction of the Swedish courts, of
which the Stockholm City Court shall be the court of first instance.

As the shares of Gymgrossisten are not formally listed on a stock exchange or an
authorised market place, the Offer is not subject to the Swedish Act on Public
Takeover Offers (Sw. lagen om offentliga uppköpserbjudanden på aktiemarknaden,
2006:451). Thus, the Offer does not constitute such a takeover offer that is
referred to in the act. With regard to First North, where Gymgrossisten's share
is traded, no rules concerning takeover offers corresponding to the rules
regarding takeover offers to acquire companies listed on e.g. OMX Nordic
Exchange have been stipulated. Nevertheless, it is the intention of CDON to, in
all material respects, complete the Offer according to the aforementioned rules.

The Offer is not being made, and this press release may not be distributed,
directly or indirectly, in or into, nor will any tender of shares be accepted
from or on behalf of holders in, any jurisdiction in which the making of the
Offer, the distribution of this press release or the acceptance of any tender of
shares would contravene applicable laws or regulations or require further offer
documents, filings or other actions in addition to those required under Swedish
law.
The Offer is not being made, directly or indirectly, in or into the United
States of America, Australia, Canada, Japan or South Africa, by use of mail or
any other means or instrumentality (including, without limitation, facsimile
transmission, electronic mail, telex, telephone and the Internet) of interstate
or foreign commerce, or of any facility of national security exchange, of the
United States of America, Australia, Canada, Japan or South Africa, and the
Offer cannot be accepted by any such use, means, instrumentality or facility of,
or from within, the United States of America, Australia, Canada, Japan or South
Africa.

Statements in this press release relating to future status or circumstances,
including statements regarding future performance, growth and other trend
projections and the other benefits of the Offer, are forward-looking statements.
These statements may generally, but not always, be identified by the use of
words such as “anticipates”, “intends”, “expects”, “believes”, or similar
expressions. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There can be no assurance that actual results will not
differ materially from those expressed or implied by these forward-looking
statements due to many factors, many of which are outside the control of CDON
and Gymgrossisten, including the effect of changes in general economic
conditions, the level of interest rates, fluctuations in product demand,
competition, technological change, employee relations, planning and property
regulations, natural disasters and the potential need for increased capital
expenditure (such as that resulting from increased demand, new business
opportunities and deployment of new technologies).


Advisers

CDON has retained Nordea Corporate Finance as financial adviser and Gernandt &
Danielsson Advokatbyrå as legal adviser in connection with the Offer.


Contacts

For further information, visit www.mtg.se, e-mail investor.relations@mtg.se, or
contact: 

Hans-Holger Albrecht, President & CEO MTG			
tel: +46 (0) 8 562 000 50

Matthew Hooper, Investor & Analyst Enquiries			
tel +44 (0) 20 7321 5010

Bert Willborg, Press enquiries					
tel +44 (0) 791 2280 850


CDON in Brief 

CDON.COM is one of the largest and fastest growing Internet-based stores in the
Nordic region.  The company is the market leader within entertainment and sells
movies, music, games, books, and consumer electronics to its' 1.5 million
customers. In 2006, CDON.COM had revenue of SEK 740 million and the average
annual growth rate has been over 70 per cent since 2000.

In August 2007, CDON.COM entered the fashion industry by acquiring the Internet
store Nelly.se. Nelly.se was established in 2003 and has since then grown into
one of Sweden's leading online fashion retailers. This was the first step, which
is part of an expansion strategy of seeking future growth areas within
e-commerce.

CDON.COM is owned by CDON AB (company reg. number: 556406-1702) and is a part of
the listed media group Modern Times Group MTG AB (publ).
For further information, visit www.cdon.com.


MTG in Brief

Modern Times Group is a leading international entertainment broadcasting group
with the second largest geographical broadcast footprint in Europe. MTG's Viasat
Broadcasting is the largest free-to-air and satellite premium pay-TV operator in
Scandinavia and the Baltics, and also operates channels in the Czech Republic,
Russia, Hungary, Slovenia and the Balkans. Viasat channels are broadcast in a
total of 24 countries and reach 100 million people. MTG is also the biggest
shareholder in Russia´s largest independent television network (CTC Media -
NASDAQ: CTCM), and the number one commercial radio operator in the Nordic and
Baltic regions.

Modern Times Group MTG AB class A and B shares are listed on the OMX Nordic
Exchange Large Cap market (MTGA´ and MTGB´). For further information, visitwww.mtg.se.


Gymgrossisten in Brief

Gymgrossisten manufactures, distributes, markets and sells dietary supplements,
helping people to achieve their goals regarding health and training. The Company
has had a strong development since its' establishment in 1996 and, through the
Internet stores www.gymgrossisten.com, www.bodystore.se and www.kosttraning.com,
Gymgrossisten is one of the largest suppliers in the Nordic region within the
this segment. The yearly growth amounts to approximately 36 per cent and
Gymgrossisten has recorded a profit every financial year. During the period
January - September 2007 the revenue amounted to SEK 81.9 million (66.1). The
number of full time employees as of September 30, 2007 amounted to 20. 

Gymgrossisten Nordic's shares have been traded on First North under the symbol
“GYM” since December 7, 2006. A round lot amounts to 200 shares.

For further information, visit www.gymgrossisten.com.


The information in this announcement is that which Modern Times Group MTG AB is
required to disclose under the Securities Market Act and/or the Financial
Instruments Trading Act. It was released for publication at 08.50 CET on 14
December, 2007.