Constantin Medien AG will not execute the intended transaction with Sky Deutschland Fernsehen GmbH & Co. KG

  • No agreement on new production framework contract
  • Adjustment of the financial targets for the full-year 2014
  • Refinancing of the corporate bond maturing in 2015 through capital increase and new loans

Constantin Medien AG has today decided not to continue the negotiations with Sky Deutschland Fernsehen GmbH & Co. KG in connection with the transaction agreed on December 5, 2013. The agreement provided the sale of 100 percent of the shares of PLAZAMEDIA GmbH TV- und Film-Produktion (including its subsidiaries in Austria and Switzerland) as well as the sale of 25.1 percent each of the shares of Sport1 GmbH and Constantin Sport Marketing GmbH.

The transaction was subject, among others, to the conclusion of a new multi-year production framework contract between Sport1 GmbH and PLAZAMEDIA GmbH TV- und Film-Produktion. But no agreement has been reached on this arrangement.

Bernhard Burgener, CEO of Constantin Medien AG: "After long negotiations we had to come to the result that the conclusion of a new production framework contract with economically acceptable terms for both sides is not possible. Despite this unfortunate development we will unrestrictedly continue our multimedia strategy in the Sports Segment, which we have been pursuing for some years and, in particular, last year, in order to be able to benefit from the digitization of the media content."

Sales and earnings targets adjusted
The non-conclusion of the agreed transaction with Sky Deutschland Fernsehen GmbH & Co. KG requires a change of the financial targets of the Constantin Medien Group for the financial year 2014 - as stated in the outlook of the consolidated financial statements 2013. The continuation of the activities of PLAZAMEDIA GmbH TV- und Film-Produktion and its subsidiaries under the umbrella of Constantin Medien AG on the one hand leads to an increase in sales of the Constantin Medien Group and simultaneously to the loss of the other income from the deconsolidation of the PLAZAMEDIA companies. Thus, the Management Board now assumes Group sales of between EUR 460 million and EUR 500 million (previously: EUR 420 million and EUR 460 million). The Management Board is expecting Group earnings attributable to shareholders of between EUR -13 million and EUR -15 million (previously: EUR +13 million and EUR +15 million).

In addition, the Management Board of Constantin Medien AG is planning measures to refinance the corporate bond 2010/2015 (nominal value: EUR 30 million).

Capital increase excluding subscription right intended
On the one hand, the Management Board of Constantin Medien AG intends to perform, in agreement with the Supervisory Board and using part of the Authorized Capital 2013/I, a capital increase against cash contributions excluding subscription right of the shareholders pursuant to § 186 para. 3 sentence 4 German Stock Companies Act (Aktiengesetz). For this purpose, selected investors will be addressed. It is planned to increase the share capital of Constantin Medien AG of EUR 85,130,780.00 through the issuance of new bearer shares of up to 10 percent of the share capital with a calculated proportion of the share capital of EUR 1.00 per share. The Management Board and the Supervisory Board of Constantin Medien AG decide on the execution of the capital increase, if the other parameters of this capital increase, in particular the issue price, have been determined.

Moreover, a further loan agreement totaling CHF 14 million and EUR 4.5 million will be concluded with a private investor in addition to the existing loan amounting to approximately EUR 17.5 million. The new loans will have a term up to June 30, 2016; the interest rate will be 5.0 percent p.a. as before.

The non-conclusion of the intended transaction with Sky Deutschland Fernsehen GmbH & Co. KG requires adjustments to the consolidated interim financial statements of Constantin Medien AG as of March 31, 2014. Therefore, the publication of the consolidated interim financial statements scheduled for May 20, 2014 will be postponed to May 23, 2014.

Contact PR :
Constantin Medien AG
Sabine Lais
Director Communication
Tel.: +49 (0) 89 99 500-461
Fax: +49 (0) 89 99 500-466
sabine.lais@constantin-medien.de		 Frank Elsner Kommunikation für
Unternehmen GmbH
Frank Elsner
Tel.: +49 (0) 54 04 91 92 0
Fax: +49 (0) 54 04 91 92 29
info@elsner-kommunikation.de

Contact IR:
Constantin Medien AG
Dr. Peter Braunhofer
Phone: +49 (0) 89 99 500 436
Fax: +49 (0) 89 99 500 433
ir@constantin-medien.de

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