The Board of Directors in Bergens Tidende AS, Fædrelandsvennen AS, Aftenposten AS and Schibsted ASA have underwritten a letter of intent (LOI) on the creation of a new listed media group called “Media Norge”. Stavanger Aftenblad ASA will decide on the issue in their board meeting Monday 25 September.
The Media Norge Group will consist of the four above mentioned newspapers in addition to FINN. Common ownership of the five parties will allow a closer cooperation and facilitate the extraction of substantial synergies.
Essential elements of the LOI include the publishing foundation and corporate governance principles of Media Norge:
- Ownership limitations: No shareholder can own more than 50.1% the first two years following the merger and no more than 65% the next five years
- Changes in the articles of association: Require 75% of the votes
- Employee representation: The Board of Directors in Media Norge will have three employee representatives
- The regional Boards of Directors: Three of the six shareholder-elected directors should be regional ties including the vice chairman
- The publishing foundation: The LOI ensures independence of each newspaper with a regional profile. The publishing objective clause will be continued in all the four media houses. Any changes to these clauses require 90% of the votes from the general meeting of Media Norge.
The parties have agreed that Schibsted ASA will reduce its holdings in Media Norge ASA to 50.1% of the shares following the merger. Current shareholders in the regional newspapers have a right of first refusal on 25% of the shares at a discount of 10%.
Based on the LOI, the parties will negotiate a final merger agreement and execution plan, including the relative valuations. At the finalisation of this, the Board of Directors will call for an Extraordinary General Meeting to decide on the merger.
Contact persons:
CFO Trond Berger, tel.: +47 91 68 66 95
EVP Schibsted Norway Birger Magnus, tel.: +47 90 03 00 93
Oslo, September 22nd, 2006
SCHIBSTED ASA