The Board of Directors of Schibsted and Media Norge have approved a merger plan that outlines the terms for the merger between Schibsted and Media Norge. The negotiated agreement secures the editorial platform for Media Norge, and supports the Group’s strategic ambitions.
– Since 11 January we have worked to construct the fundament for the merger between Schibsted and Media Norge. I am happy that the negotiations between the two companies have succeeded, and that we have reached a solution we think is good for both parties. We strongly believe in the future both for the media houses and for Finn.no. This means that is strategically vital for Schibsted Media Group to carry out this merger, CEO of Schibsted Media Group Rolv Erik Ryssdal says.
The merger plan establishes that the structure with a parent company for the media houses Aftenposten, Bergens Tidende, Stavanger Aftenblad and Fædrelandsvennen, as well as for Finn.no will be maintained. The Group management and Board of Directors of Media Norge will be unchanged. “New Media Norge” will be fully owned by Schibsted ASA.
When the Media Norge Group was formed in 2009, an editorial platform and common strategic ambitions were established. The merger plan states that this will be maintained. It is also established that the fundament of the Media Norge group will be strong regional Media Houses. The group should contribute to free up resources to strengthen the media houses’ effectiveness and singularity, to develop the total content offering and to contribute to increased quality. At the same time, for instance establishing of new areas of collaboration must be accepted by the Editors-in-Chief of the media houses. The merger will have no practical consequences for the employees.
· The merger plan establishes that the existing company Media Norge ASA will be merged with the company Nye Media Norge AS, 100 per cent held by Schibsted.
· The exchange rate builds on a valuation of NOK 72.50 per Media Norge share, and that each share in Schibsted is valued at NOK 171.35. This values the equity of Media Norge at NOK 7.25 billion.
· For the minority shareholder of Media Norge, the settlement of the merger will be through two thirds shares in Schibsted ASA and one third cash. One share in Media Norge gives 0.2821 shares in Schibsted. In addition, the minority shareholders of Media Norge will receive NOK 24.17 in cash per Media Norge share. The cash amount will earn interest of 3 per cent pro annum from 10 January 2011 until the merger is closed.
Process and timeline
· The merger must be resolved at an extraordinary general meeting in Media Norge ASA. The Board of Directors will call for a general meeting to finally resolve the merger. The intention is to hold a general meeting on 10 March 2011.
· Schibsted owns 85.9 per cent of the shares in Media Norge, but can only vote for 50.1 per cent. Shareholders controlling 6.66 per cent of the shares and 23.5 per cent of the votes at a general meeting have pre accepted a merger based on the valuation NOK 72.50 per share.
· If the merger is approved at the general meeting, a creditor notification period will run for two months. This implies that the merger can be carried by 13 May 2011.
Rolv Erik Ryssdal, CEO. Tel: +47 916 00 200
Trond Berger, CFO. Tel: +47 916 86 695
Oslo, 9 February 2011
Jo Christian Steigedal
Vice president IR