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United States : KKR to launch voluntary public tender offer for Axel Springer SE.

Traviata II S. r.l., a holding company owned by funds advised by KKR, announced its intention to make a voluntary public tender offer for the shares (ISIN: DE0005501357, DE0005754238) of Axel Springer SE (Axel Springer). Axel Springer is a media and technology company active in more than 40 countries. The company has diverse media brands (e.g. BILD and WELT Group, Insider Inc., Politico.eu) and classifieds portals (e.g. StepStone, SeLoger, Immowelt). 71 percent of Axel Springers total revenues and 84 percent of adjusted EBITDA were generated by digital activities in the fiscal year 2018.

The offer price will be EUR 63 per share in cash. Therefore, Axel Springers shareholders will receive a premium of 40 percent to the closing price of EUR 45.10 per share on 29 May 2019, i.e. the last close prior to the ad hoc announcement from Axel Springer confirming negotiations with KKR about a potential strategic investment. KKRs offer is intended to enable a strategic investment in Axel Springer to support the companys strategy in a partnership with Friede Springer and CEO Mathias Dpfner who together hold approximately 45.4 percent of Axel Springers share capital directly and indirectly. Both have committed to form a consortium with KKR, subject to the successful closing of the public tender offer in order to jointly further develop Axel Springer. Friede Springer and Mathias Dpfner will not sell shares held by them directly or indirectly as part of the public tender offer.

Building lasting and trusted relationships with companies worldwide is the core of what we do at KKR. We have a long track record of collaborating with entrepreneurs, families, leaders and founders who are looking both for capital and a strategic partner who supports their vision. We are pleased to join Axel Springer on its journey ahead, said Johannes Huth, Member and Head of KKR EMEA.

Axel Springer has undergone a successful period of digital transformation from which the company has emerged as a leading European digital powerhouse. In light of the fast pace of change in the media sector, Axel Springer now needs continued organic investments and successful execution of its strategy so that the company can take advantage of the opportunities ahead. We look forward to supporting Axel Springer in tackling these challenges in a long-term and sustainable manner, said Philipp Freise, Member and Head of the European Technology, Media and Telecommunications Industry team at KKR.

KKR, Friede Springer and Mathias Dpfner have also entered into an investor agreement with Axel Springer. This agreement sets out, subject to the duties of Executive Board and Supervisory Board, that Axel Springer will support the offer. In particular, subject to their review of the offer document, the Executive Board and Supervisory Board of Axel Springer intend to recommend that Axel Springer shareholders accept the offer. The investor agreement also states, amongst other things, that the editorial independence at Axel Springer will be preserved. Axel Springer will remain a European Stock Corporation (SE). The current Executive Board members of Axel Springer will continue to lead the company. The Supervisory Board will continue to be composed of nine members, led by current chairman Ralph Bchi.

The current environment of Axel Springer is characterised by rapidly changing and challenging markets. KKR sees opportunities to further develop Axel Springer and to strengthen its market position. Together with Friede Springer and Mathias Dpfner, KKR is committed to implementing strategic and operational initiatives to achieve long-term value, based on Axel Springers strategy.

We are excited to partner with the exceptionally strong and visionary team at Axel Springer. With our truly global network, our growth platform and over twenty years of experience in the German market, we will help the company implement the next phase of its long-term growth agenda, said Christian Ollig, Managing Director and Head of KKR Germany.

KKR has an exceptional track record in developing global market leaders in the media and technology sectors, having worked with companies such as Bertelsmann/BMG, ProSiebenSat1, SBS Broadcasting, Nielsen, Trainline, Visma, Scout24 Switzerland, GfK, GetYourGuide, Sonos, GoDaddy, and Tele Mnchen Group/Universum.

The voluntary public tender offer will be subject to various customary conditions, including the receipt of regulatory approvals such as merger control, foreign investment control and media concentration, and a minimum offer acceptance of 20 percent of Axel Springers share capital. This threshold was agreed between KKR, Friede Springer and Mathias Dpfner as an appropriate minimum level of participation with a view to the governance rights that shall apply for KKR as part of the consortium with Friede Springer and Mathias Dpfner as of successful closing of the tender offer. KKR is financing the offer primarily from its European Fund V. J.P. Morgan is acting as financial advisor, Unicredit is providing financing and Freshfields Bruckhaus Deringer and Simpson Thacher & Bartlett are acting as legal advisor to KKR.

The voluntary public tender offer will only be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). This offer document will be published following receipt of permission from BaFin, at which point the public tender offer will commence. The offer document and other information pertaining to the public tender offer will be made in accordance with the German Securities Acquisition and Takeover Act.

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Publication:Mena Report
Date:Jun 20, 2019
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