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
Under the Restated Framework Agreement, the sale by CME BV of its 50% share interest in Nova TV d.d., which operates the Company’s businesses in Croatia (the “Croatian Transaction”), is independent of the sale by CME BV of its 50% share interest in Pro Plus d.o.o., which operates the Company’s businesses in Slovenia (the “Slovenian Transaction”). The Restated Framework Agreement allocates the total cash consideration of €230.0 million (approximately US$269.3 million at July 5, 2018 rates) into (i) cash consideration for closing of the Croatian Transaction of €85.0 million (approximately US$99.5 million at July 5, 2018 rates) and (ii) cash consideration for closing of the Slovenian Transaction of €145.0 million (approximately US$169.8 million at July 5, 2018 rates), each on a cash-free and debt-free basis and each subject to an adjustment in the event that actual working capital at a closing differs from an agreed level of target working capital.
The Restated Framework Agreement includes certain mutual termination rights of CME BV and the Purchaser, including an extension of the right of either party to terminate the Restated Framework Agreement if either transaction has not closed by September 14, 2018 (the “Extended Long Stop Date”). If the Restated Framework Agreement is terminated by either party because the Croatian Transaction and the Slovenian Transaction have not both closed prior to the Extended Long Stop Date, the Purchaser is obliged to pay CME BV a termination fee of €7 million (approximately US$8.2 million at July 5, 2018 rates), which would be reduced to a termination fee of approximately €4.4 million (approximately US$5.2 million at July 5, 2018 rates) in the event that the Croatian Transaction has closed as of the termination date, but the Slovenian Transaction has not yet closed by the Extended Long Stop Date, subject to certain exceptions, including if the requisite approval of the Competition Protection Agency in Slovenia has not been obtained as a result of the Purchaser being required to make specified material divestitures as a condition to such approval.
Closing of the Croatian Transaction remains subject to a determination by the Competition Protection Agency in Slovenia that the closing of the Croatian Transaction does not fall within the scope of its review, as well as other customary closing conditions.
Closing of the Slovenian Transaction remains subject to receipt by the Purchaser of the approval of the Competition Protection Agency in Slovenia, as well as other customary closing conditions.
The above description of the Restated Framework Agreement is incomplete and is qualified in its entirety by reference to the Restated 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.
Item 9.01Financial Statements and Exhibits
Amended & Restated Framework Agreement, dated July 5, 2018, between CME Media Enterprises B.V. and Slovenia Broadband S.à r.l.
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD ExhibitEX-10.01 2 ex101july112018.htm EXHIBIT 10.01 Wdesk | Exhibit Exhibit 10.1EXECUTION VERSIONCME MEDIA ENTERPRISES B.V.andSLOVENIA BROADBAND S.À R.L.AMENDED & RESTATED FRAMEWORK AGREEMENTOriginal executed on July 9,…To view the full exhibit click
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.