CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (NASDAQ:CETV) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement
On July 9, 2017, CME Media Enterprises B.V. (“CME BV”), a wholly owned subsidiary of Central European Media Enterprises Ltd. (the “Company”), entered into a framework agreement (the “Framework Agreement”) with Slovenia Broadband S.à r.l. (the “Purchaser”), a wholly owned subsidiary of United Group B.V., relating to the disposal of certain media businesses of the Company.
Under the Framework Agreement, CME BV has agreed to sell to the Purchaser (i) 50% of Pro Plus d.o.o. in Slovenia and (ii) 50% of Nova TV d.d. in Croatia (the “Transaction”). Pro Plus operates and broadcasts POP TV, Kanal A and certain other television channels and operates certain other media properties in Slovenia. Nova TV operates and broadcasts Nova TV and Doma and certain other television channels and operates certain other media properties in Croatia. Total cash consideration for the Transaction is €230.0 million (approximately US$262.5 million) on a cash-free and debt-free basis and is subject to an adjustment in the event that actual working capital at closing differs from an agreed level of target working capital.
Closing of the Transaction is subject to receipt by the Purchaser of certain regulatory approvals, including the Competition Protection Agency in Slovenia, the Competition Agency in Croatia and competition authorities in a number of other jurisdictions, as well as other customary closing conditions. The Framework Agreement also includes certain mutual termination rights of CMEBV and the Purchaser, including the right of either party to terminate the Framework Agreement if the Transaction has not closed by December 31, 2017, subject to an extension right in certain circumstances to a date not later than March 31, 2018 (the “Long Stop Date”). If the Framework Agreement is terminated by either party because the Transaction has not closed prior to the Long Stop Date, the Purchaser is obliged to pay CME BV a termination fee of €7.0 million, subject to certain exceptions, including if the requisite regulatory approvals have not been obtained as a result of the Purchaser being required to make specified material divestitures as a condition to such approval.
The above description of the Framework Agreement is incomplete and is qualified in its entirety by reference to the Framework Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 7.01 |
Regulation FD Disclosure |
On July 10, 2017, the Company announced the transactions described above to the press release, the text of which is set forth in Exhibit 99.1 hereto.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
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Exhibit 10.1 |
Framework Agreement dated July 9, 2017 between CME Media Enterprises B.V. and Slovenia Broadband S.à r.l. |
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Exhibit 99.1 |
Press release of Central European Media Enterprises Ltd. dated as of July 10, 2017. |
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD ExhibitEX-10.1 2 ex101.htm EXHIBIT 10.1 Wdesk | Exhibit Exhibit 10.1CME MEDIA ENTERPRISES B.V.andSLOVENIA BROADBAND S.À R.L._________________________________________________ FRAMEWORK AGREEMENT_________________________________________________ July 9,…To view the full exhibit click here
About CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (NASDAQ:CETV)
Central European Media Enterprises Ltd. (CME Ltd.) is a media and entertainment company operating in Central and Eastern Europe. The Company’s assets are held through a series of Dutch and Curacao holding companies. The Company manages its business on a geographical basis, with six segments: Bulgaria, Croatia, the Czech Republic, Romania, the Slovak Republic and Slovenia. It has broadcast operations in over six countries in Central and Eastern Europe, broadcasting a total of approximately 40 television channels. The Company enters into agreements with advertisers, advertising agencies and sponsors to place advertising on the television channels that the Company operates. The Company collects fees from cable and direct-to-home (DTH) operators for carriage of its channels. The programming that it provides consists of locally-produced news, current affairs, fiction, and reality and entertainment shows, as well as acquired foreign movies, series and sports programming.