Luxembourg, October 18, 2005 – SBS Broadcasting S.A. and PKS Media S.ŕ.r.l, a company controlled by funds advised by two leading private equity firms, Permira and KKR, announced today that PKS Media has completed the previously announced acquisition of substantially all of the assets and liabilities of SBS. PKS Media will be renamed SBS Broadcasting S.ŕ.r.l.
Markus Tellenbach will continue as Chief Executive Officer. Mr. Tellenbach will be appointed to the Board of Directors of the new holding company for the SBS group, together with Harry Evans Sloan, former executive chairman of SBS, and Juergen von Schwerin, who will continue as Chief Financial Officer. The new board will also include Lord Hollick, a KKR executive, as chairman, Götz Mäuser, a Permira partner, as vice chairman, Arnold Bahlmann, a former member of Bertelsmann’s executive board and an advisor to Permira, Katrin Wehr-Seiter of Permira and Johannes Huth and Dominic Murphy of KKR.
SBS Broadcasting S.A., the former holding company, which is being renamed “TVSL, société anonyme”, is now entering into a liquidation process under which it will distribute the proceeds of the asset sale and certain other amounts to SBS shareholders and holders of SBS stock options.
The record date for the liquidation distribution is the closing date, October 18, 2005. Each shareholder of the former SBS on the record date is entitled to receive payment of the liquidation distribution, which is currently expected to be made on or about November 8, 2005. Based on the factors described in the Shareholders’ Circular dated September 1, 2005, the liquidation distribution is expected to be approximately €46 per share.
As a convenience to shareholders, TVSL (the former SBS) will offer each shareholder of the former SBS on the record date the opportunity to elect to receive the U.S. dollar equivalent in cash of the euro amount of the liquidation distribution. For shareholders that so elect, the euro amount will be converted into U.S. dollars at a market rate obtained by TVSL (net of expenses of the conversion of euros into U.S. dollars).
Harry Evans Sloan, founder and former executive chairman of SBS, commented, “The acquisition of SBS by funds advised by Permira and KKR represents a very attractive transaction for our shareholders. It has been my pleasure to have led SBS since I founded the company in 1990, and I look forward to working with Permira, KKR and my colleague and friend Markus Tellenbach, one of the finest executives I have had the pleasure of working with. I would like to thank the employees of SBS, who have contributed so much to the success of the Company.”
Mr. Sloan concluded, “The transaction represents the endorsement by Permira and KKR, two of the world's leading private equity firms, of SBS, its business model and its growth strategy and will foster SBS’s future success.”
Markus Tellenbach, Chief Executive Officer of SBS, stated, “I am pleased that SBS has grown into one of Europe’s leading companies. Harry Sloan and the SBS Board gave me and the rest of the management team the support needed to transform SBS.”
Mr. Tellenbach also said, “I look forward to working with Permira, KKR, the new board and the SBS management team to expand and diversify our presence in Europe and to continue to build upon SBS's growth story. I am very happy that Lord Hollick, a recognized industry leader, has agreed to become the chairman.”
Permira and KKR stated that they are very pleased with the acquisition and that they are confident that the success of SBS under the leadership of Markus Tellenbach will continue.
Deutsche Bank acted as financial advisor to the special committee of SBS that considered and negotiated the transaction, and Sullivan & Cromwell LLP and Arendt & Medernach acted as the committee's legal advisors. Lehman Brothers acted as financial advisor to Permira and KKR, and Freshfields Bruckhaus Deringer and Simpson Thacher & Bartlett LLP acted as their legal advisors. Barclays Capital, Lehman Brothers and Royal Bank of Scotland provided debt financing for the transaction.
