TESmedia to Merge With Intercable CZ.

Business Editors

PRAGUE--(BUSINESS WIRE)--Jan. 20, 2003

The acquisition of Intercable CZ, s.r.o., the Czech cable television-unit that is indirectly owned by KPN, has been completed by a consortium of equity investors led by JPMorgan Partners, the private equity arm of J.P. Morgan Chase & Co.

The consortium also included investments from AIG Emerging Europe Infrastructure Fund L.P., a private equity Fund sponsored by American International Group, Inc., Baring Communications Equity (Emerging Europe) Limited ("BCEE") and Baring Communications Equity Limited ("BCEL"). The consortium also announced the completion of the simultaneous merger of Intercable CZ, s.r.o. with TES Media, spol. s.r.o. ("TESmedia").

The merged company becomes the second largest cable television operator in the Czech Republic after UPC and offers cable television services to almost 300,000 subscribers and high-speed internet services to approximately 60,000 Internet ready homes. The total number of connectable households will be more than 500,000 and will enable the new company to provide services to potentially more than 1.2 million people in the Czech Republic. Robert H. Gardner, the CEO of TESmedia and the new company, commented: "The merger will enable us to improve current services and develop new opportunities. More importantly, it will give us a better competitive edge in the area of multimedia services, when compared to other large domestic and European telecom companies."

"The merger fits in well with JPMorgan Partners' global strategy of investing in rapidly growing companies with strong management teams," said Miguel Ferro, Director of JPMorgan Partners. "The two companies provide a strong strategic fit that will improve their ability to offer better quality cable services to consumers," Ferro said.

"We are very excited about the opportunity to participate in the transaction, which will create the largest independent cable TV operator in the Czech Republic, comparable in size with the current market leader and well positioned to roll out additional services of Internet access and other value added services", said Craig Butcher, a Director of AIG Global Investment (Hungary) Ltd. "The transaction is complementary with our CATV investment strategy and we believe that TESmedia and Intercable, with their excellent network and strong management, can become an attractive element of any regional consolidation play".

According to Heather Potters, Managing Partner of BCEE, "BCEE's investors are enthusiastic about making an incremental investment in TESmedia to acquire ICZ, since it will accelerate the development prospects for the company. It is one of only a handful of VC-led merger examples in the CEE region, which is an important trend that needs further development in anticipation that EU accession in these markets will make such critical mass more attractive to strategic investors."

Tim Green, a Senior Partner from BCEL said that "the Cable TV sector is one we continue to be interested in, due to the stability of generated cash flows and the growth opportunity through provision of multimedia services. This transaction will allow the merged company to increase operational efficiency and as a result, improve the offering to its customers."

About TESmedia and Intercable CZ

The telecommunications company TESmedia was established already in 1989 with headquarters in Prague. TESmedia has built its telecommunications network in Prague 8 and 9 and in other more than 20 towns mainly in north Bohemia. TESmedia offers cable television services and high-speed Internet access via cable networks and via wireless connection in the licensed 3,5 GHz band.

The owner of Intercable CZ is Vision Networks Tsjechie Holding B.V., a company that was indirectly owned by KPN that manages international activities for a Dutch holding company in the area of building and operation of multi-functioning cable networks. Intercable CZ has network and service offerings in large cities, mainly in western and northern Bohemia and Moravia, such as Plzen, Brno, Ostrava. The company offers cable television services and high speed Internet service in Ostrava.

About JPMorgan Partners

JPMorgan Partners (JPMP), formerly Chase Capital Partners, is a global partnership with over $25 billion under management. It is a leading provider of private equity and has closed over 1,000 individual transactions since its inception in 1984. JPMP has more than 150 investment professionals in eight offices throughout the world. JPMorgan Partners' primary limited partner is J.P. Morgan Chase & Co. (NYSE: JPM), one of the largest financial institutions in the United States. For additional information, please visit our website at www.jpmorganpartners.com.

About AIG Emerging Europe Infrastructure Fund

AIG Emerging Europe Infrastructure Fund L.P. ("EEIF") is a USD 550 million private equity fund sponsored by American International Group, Inc. ("AIG") focusing on infrastructure related investments in Central and Eastern Europe. AIG Global Investment (Hungary) Ltd. is a subsidiary of AIG Global Investment Group, Inc. ("AIGGIG"), an AIG member company. AIGGIG, through its subsidiaries and investment affiliates, is a global leader in asset management, with extensive investment management capabilities in equities, fixed income, private equity, hedge funds and real estate. Through its subsidiaries and investment affiliates, AIGGIG manages, as of September 30, 2002 over USD 306.9 billion in assets for AIG and its member companies, and also for individual and institutional clients through mutual funds, limited partnerships and institutional separate accounts. AIG sponsors 34 alternative investment funds totaling USD 8.6 billion in assets under management (as of September 30, 2002). Visit http://www.aiggig.com/ for additional information.

About Baring Communications Equity (Emerging Europe) Ltd.

BCEE, established in December 1997, is a fund that focuses exclusively on investing equity in the media and communications industries in Central and Eastern Europe and the CIS. Among its investment activity, it has made investments in the following sectors: GSM, telephony, CATV, Internet, publishing, television, e-services, program production, dark fibre, IP transit, satellite communications, hosting, and wholesale and retail bandwith services.

About Baring Communications Equity Limited

Baring Communications Equity ("BCEL") is Europe's leading private equity specialist in the Communications sector. The partners of BCEL have worked together since founding Europe's first Communications fund, Baring Communications Equity Limited, in 1992, and have created three funds over the intervening years, making more than 20 investments across 13 countries. These include Internet Network Services (UK), Media Publications (France), Mobifon (Romania), EUSA (Spain), Quote (Netherlands), Orion Publishing (UK), PEPcom (Germany) and Nexus (UK). The partners of BCEL closed their latest fund GMT Communications Partners with EUR 365 million of committed capital at the end of 2000, from a group of European, North American and Asian investors. Three-quarters of GMT's investors are major pension funds, international banks, endowments, charitable trusts and other financial institutions, whilst the remainder are industry entrepreneurs or families that own or have owned major Communications companies. Visit www.gmtpartners.com for additional information.