Axel Springer and SeLoger.com agree on a friendly Revised Offer at €38.05

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18.01.11

Axel Springer and SeLoger.com agree on a friendly Revised Offer at €38.05

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Supervisory Board of SeLoger.com recommends to the shareholders of SeLoger.com to tender their shares to the Revised Offer / Cancellation of the extraordinary general meeting of SeLoger.com convened on the 20 January 2011

Following an agreement reached between the two groups, Axel Springer announced that it will file a friendly revised offer for the shares of SeLoger.com at a price of €38.05 per share (the "Revised Offer"). This price represents a premium of nearly 12% compared to the price of the initial offer filed by Axel Springer on 28 September 2010 (the "Initial Offer").

The Revised Offer will include a minimum acceptance threshold, set at 50.01% (including Axel Springer’s current 12.4 % stake) of the share capital and voting rights of SeLoger.com, below which the Offer will be unsuccessful.

The Revised Offer is part of an agreement reached by Axel Springer and SeLoger.com on 17 January 2011, which also includes the following undertakings:

  • the commitment of the Supervisory Board of SeLoger.com to recommend the Offer;
  • the cancellation by the Supervisory Board of the extraordinary general meeting of SeLoger.com (the "EGM") convened to vote on the proposed limitation of voting rights;
  • the withdrawal by SeLoger.com of its appeal before the Court of Appeal of Paris against the clearance decision of the Autorité des marchés financiers (the "AMF") dated 29 November 2010, in relation to the Initial Offer and any legal action against the Initial Offer;
  • the Supervisory Board of SeLoger.com will be composed of a majority of members designated by Axel Springer, provided the Revised Offer is successful, and at least three independent members designated by the current Supervisory Board of SeLoger.com;
  • the implementation of a five-year incentive scheme (“plan d’intéressement”) to the benefit of the management team of SeLoger.com, provided the Revised Offer is successful.

The Supervisory Board of SeLoger.com, which met on 17 January 2011, considered that the Offer price is now within the range of the independent expert's report. The Board also acknowledged the provision of a minimum acceptance threshold set at 50.01% (including Axel Springer’s current 12.4 % stake) of the share capital and voting rights of SeLoger.com. Given the improvement of the terms and conditions of the Revised Offer, the Supervisory Board has unanimously declared the Revised Offer in conformity with the interests of the group, its shareholders, its customers and its employees, and should therefore be regarded as friendly. The Supervisory Board recommends that the shareholders tender their SeLoger.com shares to the Revised Offer.

In addition, the Supervisory Board of SeLoger.com has decided, in accordance with the provisions of the agreement to:

  • cancel the EGM convened on 20 January 2011;
  • withdraw its appeal before the Court of Appeal of Paris against the clearance decision of the AMF on to the Initial Offer.

Axel Springer will shortly file, with the AMF, an additional offer document in accordance to the provisions of Article 232-9 of the AMF General Regulations.

Ralph Büchi, President Axel Springer International at Axel Springer AG: “The agreement paves the way for a transaction based on mutual consent between Axel Springer and the Board and management of SeLoger.com. Our intention has been friendly from the beginning, and we strongly believe that it is in the best interest of all parties involved that we move ahead on agreed terms. This is especially true for the management and employees of SeLoger.com, who will now be able to fully focus on the business and continue with their excellent work. Following a careful assessment, the recent share price developments of the peer group as well as SeLoger.com’s recent upward revisions of their financial targets led us to reconsider our offer price, which is now even more attractive for the shareholders of SeLoger.com.”

Geoffroy Roux de Bezieux, Vice-Chairman of the Supervisory Board, said: "The Supervisory Board of SeLoger.com welcomes this agreement which provides for a significant improvement of the valuation of group, the corporate governance and incentivization of the management compared to the Initial Offer of Axel Springer. It enables SeLoger.com to benefit from the support of a significant shareholder for its long term development strategy."

Press contact:            

Christian Garrels               
T + 49 (0) 30 25 91-7 76 51       
christian.garrels@axelspringer.de   

Investor contact:

Daniel Fard-Yazdani
T +49 (0) 30 25 91- 7 74 25
daniel.fard-yazdani@axelspringer.de

This press release is available in German, English and French for downloading on www.axelspringer-offer-seloger.com.

The offer document is available on the website of Axel Springer (www.axelspringer.com/investors) and the Autorité des marchés financiers (www.amf-france.org) and may be obtained free of charge from BNP Paribas (4 rue d'Antin, 75002 Paris).

Disclaimer:

This communication is for informational purposes only. It is not the extension of a tender offer for any securities nor an offer to purchase, sell or exchange (or the solicitation of an offer to sell, purchase or exchange) any securities in any jurisdiction, including the United States. There may be no such offer (or solicitation), purchase, sale or exchange of any securities, and the tender offer referred to herein may not be extended, in any jurisdiction outside the French Republic, where it would be unlawful absent prior registration, filing or qualification under applicable laws, including the United States, Canada, Italy and Japan. The distribution of this communication may be restricted by law in certain jurisdictions. Accordingly, persons in whose possession it comes are required to inform themselves of and observe any such restrictions.