Forthnet S.A.
Announcement
Further to its announcement dated 10 April 2008, FORTHNET S.A. (the "Company" or "Forthnet") announces the following:
Ι. Acquisition
1. On 14 April 2008, it entered into an agreement (the "SPA") with MYRIAD INTERNATIONAL HOLDING B.V. ( "MIH") and TELETYPOS CYPRUS LIMITED (together with ΜΙΗ the "Sellers") for the acquisition (the "Acquisition") of all shares in the foreign companies NETMED Ν.V. and INTERVISION (SERVICES) B.V. (the "Acquired Companies") at a total consideration equal to the enterprise value of the Acquired Companies of 490,000,000 Euro based on their financial statements as at 31 December 2007 (the "Consideration"). NETMED N.V. is the parent company of, among others, NETMED HELLAS A.E. and MULTICHOICE HELLAS A.E. which offer pay-tv services in Greece and in Cyprus.
2. Completion of the Acquisition, which is expected to be made through a to be established 100% subsidiary of Forthnet (the "New Company"), is subject to certain conditions, including the approval of the Acquisition and the indirect change of control of undertakings affiliated to NETMED N.V. by the competent authorities in Greece and in Cyprus, as well as the approval of Forthnet΄s share capital increase from the Extraordinary General Meeting of the Company΄s shareholders ("EGM").
ΙΙ. Financing of the Acquisition
The funds which are necessary for the payment of the Consideration will derive from the following sources:
1. From the increase of Forthnet΄s share capital with pre-emption and over-subscription rights in favor of its existing shareholders (the "Increase"), through which the Company will aim to raise up to 300,000,000 Euro, which will be subsequently advanced to the New Company. To this end, Forthnet΄s BoD will convene the EGM within the forthcoming days
2. From long term bank financing, through the issue of bonds by the New Company. Forthnet has agreed to main terms of such financing with a group of Greek banks.
Finally, Forgendo Limited, one of the principal shareholders of Forthnet which holds 21% of the share capital and voting rights in the Company, has committed to vote in favour of the Increase and participate therein by investing up to 300,000,000 Euro.
Merrill Lynch acts as Forthnet΄s financial advisor in connection with the Acquisition.
Ι. Acquisition
1. On 14 April 2008, it entered into an agreement (the "SPA") with MYRIAD INTERNATIONAL HOLDING B.V. ( "MIH") and TELETYPOS CYPRUS LIMITED (together with ΜΙΗ the "Sellers") for the acquisition (the "Acquisition") of all shares in the foreign companies NETMED Ν.V. and INTERVISION (SERVICES) B.V. (the "Acquired Companies") at a total consideration equal to the enterprise value of the Acquired Companies of 490,000,000 Euro based on their financial statements as at 31 December 2007 (the "Consideration"). NETMED N.V. is the parent company of, among others, NETMED HELLAS A.E. and MULTICHOICE HELLAS A.E. which offer pay-tv services in Greece and in Cyprus.
2. Completion of the Acquisition, which is expected to be made through a to be established 100% subsidiary of Forthnet (the "New Company"), is subject to certain conditions, including the approval of the Acquisition and the indirect change of control of undertakings affiliated to NETMED N.V. by the competent authorities in Greece and in Cyprus, as well as the approval of Forthnet΄s share capital increase from the Extraordinary General Meeting of the Company΄s shareholders ("EGM").
ΙΙ. Financing of the Acquisition
The funds which are necessary for the payment of the Consideration will derive from the following sources:
1. From the increase of Forthnet΄s share capital with pre-emption and over-subscription rights in favor of its existing shareholders (the "Increase"), through which the Company will aim to raise up to 300,000,000 Euro, which will be subsequently advanced to the New Company. To this end, Forthnet΄s BoD will convene the EGM within the forthcoming days
2. From long term bank financing, through the issue of bonds by the New Company. Forthnet has agreed to main terms of such financing with a group of Greek banks.
Finally, Forgendo Limited, one of the principal shareholders of Forthnet which holds 21% of the share capital and voting rights in the Company, has committed to vote in favour of the Increase and participate therein by investing up to 300,000,000 Euro.
Merrill Lynch acts as Forthnet΄s financial advisor in connection with the Acquisition.