MUMBAI: Time Warner will be investing $241.5 million in Central European Media Enterprises Ltd. (CME).
For this investment, Time Warner will receive 19 million newly issued CME common shares, consisting of 14.5 million shares of Class A Common Stock at a price of $12 per share and 4.5 million shares of Class B Common Stock at a price of $15.00 per share – approximately a 31% interest in CME.
In connection with this transaction, Time Warner is agreeing to allow CME founder and non-executive chairman Ronald S. Lauder to vote Time Warner’s shares of CME for at least four years, subject to certain exceptions. Also, Lauder has pledged to support Time Warner’s appointment of two of its designees to CME’s board of directors. The closing of the investment is subject to a vote of CME’s shareholders and certain regulatory approvals, and Lauder has committed to voting the shares he controls in favor of the transaction. The transaction is expected to close before the end of the second quarter of 2009.
In addition, Warner Bros. and CME have separately agreed to form a partnership to launch and operate new thematic television channels in current CME territories. These channels, some of which will be Warner Bros. branded, will feature international films and television series, including titles from Warner Bros.’ industry-leading library.
Lauder said, “I’m confident that this alliance with Time Warner will accelerate CME’s future development and take it to levels I could only dream of fifteen years ago. The combination of CME’s market-leading positions and Time Warner’s brands will enhance the prospects of both companies as we work together.”
Time Warner chairman and CEO Jeff Bewkes said, “This transaction with CME is a unique opportunity for us to invest in – and partner with – one of the leading media companies in Central and Eastern Europe. While the region has been experiencing the impact of the global economic crisis, we believe CME is ideally positioned over the long term as Central and Eastern Europe returns to significant growth and the media sector in these countries continues to evolve. The investment advances our strategy to create, package and deliver high-quality programming on multiple platforms globally, while also meeting the financial requirements we use to assess possible investments. We believe this transaction will create value for the shareholders of both companies as we work with CME’s talented management team to achieve their business’s full potential over time.”
CME president and COO Adrian Sarbu said, “The success of CME is driven by our strong local management teams and their ability to create content that meets the expectations of the local audiences. Time Warner and Warner Bros. are recognized leaders in the content business and have the skills and experience necessary to enhance the quality of our local programming. We’re looking forward to strengthening our longstanding business relationship with Time Warner and working closely with their teams.”
