08.12.2014 DE0005501357
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 pr

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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. --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- 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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