Newspaper & Mailroom

Schibsted ASA (SCH) – Merger of Schibsted and Media Norge approved

Friday 11. March 2011 - The General Meeting of Media Norge ASA has today, with a large majority, approved a merger between Schibsted and Media Norge ASA. The merger secures the editorial platform of Media Norge and supports the strategic ambitions of Schibsted Media Group and Media Norge.

Shareholders representing only 2.6 per cent of the total shares in Media Norge voted against the merger.
Schibsted controls 85.9 per cent of the shares in Media Norge. In December and January Schibsted acquired 5.3 per cent of the company from among other Vital Forsikring ASA at the same terms as in the merger.
– I am satisfied that the General Meeting of Media Norge today, by a large majority, approved to merge with Schibsted. The large majority in favor of the merger demonstrates that the offer from Schibsted has been considered to be fair and that the merger between the two companies represents a robust and future oriented solution, CEO of Schibsted Media Group Rolv Erik Ryssdal says.
The minority shareholders of Media Norge will, once the merger is closed, receive payment by two thirds in Schibsted shares and one third in cash. The exchange rate implies that the shares in Media Norge ASA are valued at NOK 72.50, and the Schibsted shares are valued at NOK 171.35.
– We think that this is a fair price that is financially attractive both for the shareholders in Media Norge and the shareholders of Schibsted. The minorities of Media Norge will now be owners of a liquid and well analyzed Schibsted share. We are happy that a large majority supports our view that this is a better solution than a separate IPO of Media Norge, Rolv Erik Ryssdal says.
The merger resolution states that the structure with a holding company for the media houses Aftenposten, Bergens Tidende, Stavanger Aftenblad and Fædrelandsvennen, as well as the online classifieds company Finn.no, will be maintained. The Group Management and Board of Directors of Media Norge will remain unchanged. The company “New Media Norge” will be 100 per cent owned by Schibsted ASA.
When the Media Norge Group was formed in 2009, an editorial platform and common strategic ambitions were established. The merger resolution states that this will be maintained. It is also established that the fundament of the Media Norge group will be strong regional media houses. The group should contribute to free up resources to strengthen the media houses’ effectiveness and singularity, to develop the total content offering and to contribute to increased quality. At the same time, for instance establishing of new areas of collaboration must be accepted by the media houses’ Eeditors-in-chief. The merger will have no practical consequences for the employees.
Transaction details
· Media Norge ASA will be merged with the company Nye Media Norge AS, 100 per cent held by Schibsted ASA.
· The exchange rate builds on a valuation of NOK 72.50 per Media Norge share, and that each share in Schibsted is valued at NOK 171.35. This values the equity of Media Norge at NOK 7.25 billion.
· For the minority shareholder of Media Norge, the settlement of the merger will be through two thirds shares in Schibsted ASA and one third cash. One share in Media Norge gives 0.2821 shares in Schibsted. In addition, the minority shareholders of Media Norge will receive NOK 24.17 in cash per Media Norge share. The cash amount will earn interest of 3 per cent pro annum from 10 January 2011 until the merger is closed.
· The merger is expected to be carried out by 13 May 2011.