German digital publishing house Axel Springer SE (AXELF.PK) announced a public takeover offer from Global investment firm Kohlberg Kravis Roberts or KKR & Co. L.P. (KKR) at an offer price of 63 euros per share in cash.
The offer is in accordance with an investor agreement entered between Axel Springer with a holding company controlled by funds advised by KKR, as well as with holding companies controlled by Friede Springer and by the chief executive officer Mathias Döpfner, to support long-term growth strategy.
Axel Springer said its Executive Board and the Supervisory Board will support the public takeover offer, subject to the review of the offer document.
The offer represents a premium of approximately 31.5 percent on the volume weighted average share price of Axel Springer shares over the period of the last three months preceding the announcement of the negotiations for a potential strategic investment of KKR.
The offer shall be subject to a minimum acceptance rate of 20 percent and obtaining of merger control clearance and other regulatory approvals.
Further, Axel Springer announced that the bidder, Friede Springer and Mathias Döpfner, entered into a Shareholder Agreement, under which they will refrain from accepting the public takeover offer with regard to their shares held in Axel Springer. But, they will continue to be involved in the company to the same extent as before.
Axel Springer further has decided to hold on to the investments planned for the implementation of its growth strategy for the fiscal year 2019 despite of the revenue development being weaker than planned.
This, along with the digital tax that has been passed in France would result in a partial adjustment of the revenues and earnings development expected for 2019.
Further, the company expects that for 2020, the continuation of the growth strategy will lead to an adjusted EBITDA significantly below than in 2019. In the years thereafter, a significant improvement is expected in adjusted EBITDA compared to the year 2020.
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