Decision to establish Media Norge

Schibsted ASA (SCH) , Published 22/12/2006 13:18:10

The Boards of Directors of Aftenposten AS, Bergens Tidende AS, Fædrelandsvennen AS, Fædrelandsvennens Trykkeri AS, Stavanger Aftenblad ASA and Schibsted ASA have approved merger plans for the establishment of the new media group Media Norge.
Media Norge aims to become the leading media company in Norway – characterised by capacity for innovation and the systematic development of new products in all available channels – both regionally and nationally. The main area for joint efforts within the new group will be new digital products. The Media Businesses will maintain a strong regional affiliation. The institution of editorship will have a strong position, both formally and in practise. The headquarters of Media Norge shall be established in Bergen, but the group shall have regional resource and competency centres. The current administrative and editorial organisation of the media businesses will remain unchanged under the ownership integration.
The shareholders of the media businesses will receive merger consideration in the form of shares of Media Norge ASA, based on the following exchange ratio: Aftenposten AS – 47.61%, Bergens Tidende AS – 21.37%, Fædrelandsvennen AS and Fædrelandsvennens Trykkeri AS – 10.82% (consolidated) and Stavanger Aftenblad ASA – 20.20%. In addition, the shareholder of Aftenposten AS, Schibsted ASA, will receive NOK 700 million by way of merger consideration. Schibsted has minority stakes in all the media houses, including 52.8% in Bergens Tidende.
The mergers will leave Schibsted ASA with a 68.33% ownership stake in Media Norge, but Schibsted ASA has undertaken to reduce its ownership stake to 50.1% by way of a secondary sale, whereby the shareholders of the media businesses shall hold pre-emptive rights to purchase up to 25% of the shares at a price corresponding to 90% of the price determined in respect of the other investors under the secondary sale.
It is a prerequisite for the implementation of the mergers that neither the Norwegian Competition Authority nor the Norwegian Media Authority render any decisions that imply prohibition of the mergers or the imposition of materially burdensome conditions. It is also a condition that the Extraordinary General Meetings in all media houses on 15th February 2007 decide in favour of the merger.
Enclosed with the present announcement is a document containing additional information respecting the mergers, Media Norge and the media businesses.
Contact person:
EVP Schibsted Norway Birger Magnus, tel.: +47 90 03 00 93
Oslo, December 22th, 2006