Axel Springer AG / Agreement
19.11.2009
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Ad-hoc-Announcement pursuant to Section 15 WpHG
Axel Springer acquires 29 percent stake in Dogan Yayin Holding A.S.
Axel Springer and the Turkish Dogan Group entered into an agreement
regarding their future cooperation.
Provided, the tax proceedings and the regulatory proceedings brought
against Dogan TV Holding A.S. (DTV) by the Radio and Television Supreme
Council RTÃK will be resolved successfully, Axel Springer and Dogan
Media-Holding (Dogan Yayin Holding A.S., DYH) continue to strengthen their
strategic partnership.
At first, Dogan Sirketler Grubu Holding A.S. (DH) will implement a capital
increase at DYH of TRY 198 million. Afterwards, Axel Springer will acquire
from DH a 29 percent stake in the increased capital at a purchase price of
approximately TRY 356.7 million (currently approximately EUR 161 million),
subject to adjustment based on the DYH stock performance in the last three
months prior to March 31, 2016. The final purchase price so determined will
be payable in 2016. Any claims Axel Springer may have against DH or DYH, in
particular arising from the existing value adjustment mechanism with DTV,
can be set off against the purchase price.
DHY's Board of Directors (Verwaltungsrat) will consist of 10 (DH 5, Axel
Springer 3, others 2) members. Decisions of the Board of Directors require
a majority of 8 votes. An Executive Committee (management board of holding)
is responsible for business operations. This Committee consists of 5
members. Axel Springer has the right to propose one member. Decisions
cannot be taken against the vote of this member.
Even if the transaction does not proceed to closing, new provisions between
Axel Springer and Dogan will come into effect, improving the guarantees and
protection mechanisms with respect to the Axel Springer-shares in DTV
significantly.
Also, DYH will implement a capital increase in the amount of EUR 385
million at DTV which will significantly reduce the company's debt and
dilute Axel Springer's current 25 percent stake to 19.9 percent. In
addition, the parties agreed on a prolongation of the value adjustment
mechanism for DTV until 2016.
The agreement on the acquisition of 29 percent in DYH replaces the
agreement about the acquisition of an approx. 9.1 percent stake in DYH by
Axel Springer which had been concluded in November 2008 and had not been
closed yet.
DYH, which is listed on the Istanbul Stock Exchange, is one of the leading
Turkish newspaper and magazine publishers and has major activities in the
television and radio broadcasting, digital media, book publishing as well
as printing and distribution markets. DH has recently announced to invite a
strategic partner to participate in DYH.
The transaction is subject to approval by the competent media and antitrust
authorities.
Berlin, November 19, 2009
Axel Springer Aktiengesellschaft
Axel-Springer-StraÃe 65
D-10888 Berlin
Investor Relations contact:
Claudia Thomé
+49 (0)30 2591-77421
claudia.thome@axelspringer.de
19.11.2009 Financial News distributed by DGAP. Medienarchiv at |[![CDATA[|[a href="http://www.dgap-medientreff.de"|]www.dgap-medientreff.de|[/a|]]]|] and |[![CDATA[|[a href="http://www.dgap.de"|]www.dgap.de|[/a|]]]|]
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Language: English
Company: Axel Springer AG
Axel-Springer-StraÃe 65
10888 Berlin
Deutschland
Phone: +49 (0)30 2591-77421
Fax: +49 (0)30 2591-77422
E-mail: ir@axelspringer.de
Internet: www.axelspringer.de
ISIN: DE0005501357, DE0005754238
WKN: 550135, 575423
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, München, Hannover, Düsseldorf, Hamburg, Stuttgart
End of News DGAP News-Service
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DGAP-Adhoc: Axel Springer AG acquires 29 percent stake in Dogan Yayin Holding A.S.
| Source: EQS Group AG