DGAP-Adhoc: Axel Springer (AS) increases share in classified ads business from 70% to 85% with option to purchase remaining 15% share. If option is exercised, General Atlantic is to receive AS shares as consideration. Change of legal form to KGaA being prepared.




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08.12.14

DGAP-Adhoc: Axel Springer (AS) increases share in classified ads business from 70% to 85% with option to purchase remaining 15% share. If option is exercised, General Atlantic is to receive AS shares as consideration. Change of legal form to KGaA being prepared.

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Axel Springer SE / Key word(s): Strategic Company Decision

08.12.2014 08:35

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Ad-hoc Announcement

Berlin, December 8, 2014

Ad-hoc announcement pursuant to Sec. 15 of the German Securities Trading
Act (Wertpapierhandelsgesetz)

Axel Springer increases its share in the online classified ads business
from 70% to 85% with the option to purchase the remaining 15% share. If the
option is exercised, General Atlantic is to receive Axel Springer shares as
consideration. Change of the legal form of Axel Springer SE to a KGaA
(partnership limited by shares) is being prepared.

Axel Springer and global growth investor General Atlantic have reached a
binding agreement on increasing Axel Springer's share in Axel Springer
Digital Classifieds GmbH from 70% to 85% with the option to purchase the
remaining 15% share.

Axel Springer Digital Classifieds GmbH is a strategic partnership in which
Axel Springer SE currently holds a participation of 70% and General
Atlantic currently holds a participation of 30%. In the first nine months
of the 2014 financial year, the online classified ads activities which are
bundled in the company generated revenues of EUR357.1 million (py: EUR296.4
million) and EBITDA of EUR160.2 million (py: EUR119.1 million). The
increase in revenues by 20.5% as compared to the previous year includes
consolidation effects from acquisitions. The organic growth achieved was
9.1%.

According to the agreement with General Atlantic, which was approved by the
supervisory board of Axel Springer SE today, Axel Springer will initially
acquire a 15% share in Axel Springer Digital Classifieds GmbH against
payment of a purchase price in cash of EUR446 million.

For the remaining share of 15%, Axel Springer has been granted a purchase
option. In the event that the option is exercised, General Atlantic is to
receive shares in Axel Springer as consideration. The number of shares will
be calculated on the basis of the enterprise values to be determined in
accordance with the IDW S1 valuation standard. In order to be able to grant
Axel Springer shares in the event that the option is exercised, authorised
capital is to be created in the next annual shareholders' meeting. This
resolution requires a qualified majority of the represented share capital.
Axel Springer Gesellschaft für Publizistik GmbH & Co., the majority
shareholder of Axel Springer SE, expressed its support for this measure to
the company.

If it is not possible to grant Axel Springer shares, Axel Springer may
acquire the remaining share of 15% against payment of an additional
purchase price in the amount of EUR446 million plus interest. If Axel
Springer does not exercise the option, General Atlantic will be entitled,
in particular, to sell its remaining share from 1 January 2018 or to demand
a public listing of Axel Springer Digital Classifieds GmbH from 1 January
2020.

The executive board and the supervisory board of Axel Springer SE have also
decided to prepare a change of the legal form of Axel Springer SE to a
partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA).

The proposed change aims to provide Axel Springer with more flexibility in
financing future growth. The legal form of a partnership limited by shares
will provide the basis required to retain the commercial influence of Axel
Springer Gesellschaft für Publizistik GmbH & Co. also in connection with
capital increases. The details regarding the structure of the partnership
limited by shares are yet to be determined. A final decision on the change
of legal form will be taken by the executive board and the supervisory
board only after completion of the tax and legal assessments which are yet
to be carried out. If the assessments with the desired results and the
preparations have been successfully completed in due time, the executive
board and the supervisory board intend to propose the change of legal form
to the next annual shareholders' meeting for resolution.


Contact:
Investor Relations Contact:
Claudia Thomé / Daniel Fard-Yazdani
+49 (0)30 2591-77401
ir@axelspringer.de


08.12.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: Axel Springer SE
Axel-Springer-Straße 65
10888 Berlin
Germany
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: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart

End of Announcement DGAP News-Service

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Investor contact: Claudia Thomé
Tel: +49 30 2591 77421