TF1 : announce a binding offer to acquire the aufeminin Group

BINDING OFFER BY THE TF1 GROUP TO ACQUIRE
THE AUFEMININ GROUP,
78.4% OWNED BY THE AXEL SPRINGER GROUP

The TF1 Group (Euronext Paris: ISIN FR0000054900) and the Axel Springer Group (DE0005501357 SPR) announce the submittal of a binding offer to acquire, by the TF1 Group, the majority interest held by the Axel Springer Group (78.4% of the capital) in the aufeminin Group (2016 revenue of €107.3m and EBITDA of €24.7m - Euronext Paris, compartment B - ISIN: FR0004042083, ticker: FEM), at a price of €38.74 per share (subject to customary adjustments at the completion date) and in return for an exclusivity.

Once this acquisition has been completed, the TF1 Group will file a mandatory simplified tender offer for the remaining shares at the same price.

With the aufeminin Group, TF1 Group would acquire a leading digital player with a portfolio of unique women-oriented brands and contents, accelerating the digital transformation of the TF1 Group.

Completion of the transaction will be subject to obtaining regulatory clearance in France and Austria.

Closing of the deal could occur during the first half of 2018.

The aufeminin group has developed a unique and original revenue diversification model around its communities: aufeminin, MyLittle Paris and Merci Alfred, Marmiton, Netmums, Onmeda, Etoile Casting and Livingly Media (Livingly, Zimbio, StyleBistro, Lonny). The group now brings together numerous communities from around the world (France, Germany, Spain, Italy, United Kingdom, United States and Japan) on its platforms and social networks. Its business model is built on three strategic pillars: programmatic media; social e-commerce (in particular with the My Little Box, Beautiful Box, Gretel box, Gambettes box, Loom, and Eddie&Watson brands); and solutions based on brand content, influence marketing, events and social reach.

Marie-Laure Sauty de Chalon, Chairwoman and Chief Executive Officer of the aufeminin Group, remains in post.

With aufeminin, the TF1 Group will be able to offer innovative solutions to major brands based on awareness, affinity and influence, thanks to:

• The proximity of aufeminin's key verticals and those of the TF1 Group through MinuteBuzz, Studio 71 and TF1 Digital Factory;
• A stronger offer for female targets in which aufeminin has acknowledged expertise, iconic brands and an excellent track record;
• The reach of TV, in support of aufeminin Group brands;
• The development of video content to give greater visibility to advertisers and meet the expectations of the communities.
  

Gilles Pélisson, Chairman and CEO of the TF1 Group, says: 'This acquisition, once completed, will be a major step forward in the transformation of the TF1 Group. I salute the creativity of the teams from aufeminin who will be joining us: they have demonstrated unique talent in building their brand portfolios with their communities. Thanks to the innovations developed by aufeminin and My Little Paris in particular, we will be able to reach all kinds of audience via powerful and unifying verticals, and to offer new advertising solutions to brands. Backed by our own know-how, the aufeminin Group will be able to successfully pursue its international expansion.'

Dr. Andreas Wiele, President Classifieds and Marketing Media, Axel Springer SE: 'In the course of the past ten years, together with its management we have expanded aufeminin into a successful group with large audiences and diversified revenue streams. TF1 is the logic acquirer to take aufeminin's growth particularly in its core areas e-commerce, video, programmatic and content sales on the French market onto the next level. This strategic value is also reflected by the premium of 46 percent on the share price (1). I sincerely thank Marie-Laure Sauty de Chalon, her outstanding management team and all employees for their ever-excellent work.'

Marie-Laure Sauty de Chalon, Chairwoman and Chief Executive Officer of aufeminin, says: 'We are very proud to have developed our communities into iconic brands that have helped us quadruple our audiences, revenues and profits during our international phase with Axel Springer. We strongly believe that this new chapter with the TF1 Group will allow our people to continue to imagine and create, offering advertisers the power, affinity and influence that will help them build stronger and more lasting brands.'

(*) calculated by reference to the closing share price on Friday 8 December 2017

About the TF1 Group (Euronext Paris: ISIN FR0000054900)

TF1 is France's leading private-sector free-to-air TV broadcaster. It screens five complementary unencrypted channels - TF1, TMC, NT1, HD1 and LCI - with a combined average share of 32.1% of the target audience of 'women aged under 50 purchasing decision makers' in 2016.

This positioning is further enhanced by the Group's constant adaptation to new ways of consuming content, including the development of powerful digital versions of its channels. Exclusive digital content and video-on-demand are also available, so as to reach all audiences across all platforms.

The Group also broadcasts high-quality theme channels on pay-TV designed to appeal to specific audiences: TV Breizh, Histoire, Ushuaïa and Serieclub (the last of which is 50% owned).

TF1's advertising airtime sales agency offers advertisers a winning blend of large audiences for its TV channels with personal digital media. It also sells space on French independent radio stations and numerous websites.

Alongside its core business, the TF1 Group is also involved in the production and distribution of content associated with its own channels. The Group is aiming to accelerate the international rollout of its production and distribution activities through its recent acquisition of a majority stake in Newen.

In addition, the TF1 Group has built a broad range of complementary businesses in key fields such as home shopping, licensing, board games, music production and live shows.

TF1 is keenly aware of its responsibilities as a media group and is committed to quality dialogue with all of its stakeholders, in the interests of transparency and to constantly improve its practices.

About Axel Springer SE (DE0005501357 SPR)

Axel Springer is Europe's leading digital publisher. With headquarters in Berlin, the company is active in more than 40 countries with subsidiaries, joint ventures, and licenses. Axel Springer SE is divided into three operating segments: Classifieds Media, News Media and Marketing Media. The company employs more than 15,000 people worldwide.