Highlight Communications AG and Studhalter Investment AG are offering the shareholders of Constantin Medien AG to acquire their no-par value bearer shares in Constantin Medien AG against payment of a cash consideration of EUR 2.30 per Constantin share in a voluntary public takeover offer. The takeover offer values the 93,600,000 Constantin Medien shares at approximately EUR 215 million.
Constantin Medien is an internationally operating media company based in Ismaning near Munich. Under the umbrella brand SPORT1, Constantin Medien operates in the TV industry, running, inter alia, the free-TV channel SPORT1 and various pay-TV channels, the online platform SPORT1.de, mobile SPORT1 applications, social media channels, as well as the digital sports radio station SPORT1.fm. In addition to that, other subsidiaries of Constantin Medien provide comprehensive services in the field of moving picture production and content marketing strategies as well as media advisory and communications services for companies.
The takeover offer is based on a framework agreement between the two bidders and, among others, the former chairman of the board of Constantin Medien, Mr. Bernhard Burgener, and Highlight Event and Entertainment AG, which already holds a 29.99% stake in Constantin Medien.
The objective of the takeover offer is to put an end to the blockades that arose in connection with the differences of opinion with the former management of Constantin Medien until August 2017 and to focus on the reorganisation and further development of the relevant companies in order to create sustainable value for all stakeholders. For further details, please refer to the offer document published at http://www.siagtgwhlc-offer.com.
Gleiss Lutz advised Highlight Communications on the legal structuring of the offer process, the preparation of the offer document and their approval by the Federal Financial Supervisory Authority (BaFin), as well as in relation to the merger control clearance proceedings that have yet to be carried out and the filing requirements under broadcasting law.
Highlight Communications is being advised by the following Gleiss Lutz lawyers: Dr. Stephan Aubel (lead, partner, corporate and capital markets), Dr. Wolfgang Bosch (partner, competition/antitrust, both Frankfurt), Dr. Andreas Neun (partner, public law, Berlin), Alexander Gebhardt, Jan-Rasmus Roßkamp, Dr. Walter Andert and Mirko Töpfer (all corporate and capital markets, Frankfurt) and Dr. Hannah Bug (public law, Berlin) and Dr. Nils Bremer (competition/antitrust, Frankfurt).
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