TV Bermuda Ltd. entered into a definitive agreement to acquire Central European Media Enterprises Ltd. (NasdaqGS:CETV) from Warner Media, LLC and others for $1.2 billion on October 27, 2019. Under the terms of the agreement, holders of all of CME’s issued and outstanding Class A common shares will receive $4.58 per share. The agreement provides that, immediately prior to the Effective Time, all restrictions on restricted stock units and performance-based restricted stock units (collectively, “RSUs”) will lapse and each RSU outstanding immediately prior to the effective time will become immediately vested, and will be cancelled in exchange for the right of the holder of such Company RSU to receive the merger consideration. At closing, each share of CME’s Class A Common Stock (other than any such shares owned by CME, PPF Group, or any of their respective direct or indirect wholly-owned subsidiaries) issued and outstanding immediately prior to the effectiveness of the merger will be cancelled and cease to exist automatically, and each such share of Class A Common Stock will be converted into the right to receive $4.58 in cash. Post deal completion, TV Bermuda Ltd. will be merged with Central European Media Enterprises, with Central European Media Enterprises as the surviving company and subsidiary of TV Bidco B.V. Under specified circumstances, CME and TV Bermuda will be required to pay a termination fee of $50 million to each other. RSUBNP Paribas and Société Générale acted as structuring advisors to PPF Group for this transaction's acquisition financing, and €1.15 billion ($1.27 billion) acquisition financing has been fully underwritten by BNP Paribas, Crédit Agricole CIB, Credit Suisse, HSBC, Société Générale and UniCredit. The transaction required an approval from CME shareholders, the European Commission and national regulators in some of the countries where CME operates, also the satisfaction of customary closing conditions. The consummation of the transaction is not subject to any financing contingencies. The transaction has unanimously approved by CME’s Board of Directors, upon the recommendation of the special committee of the Board. CME’s largest shareholder, AT&T Inc., a parent of Warner Media, LLC has agreed to vote in favor of the transaction. The special meeting of Central European Media Enterprises Ltd stockholders will be held on February 27, 2020 to approve the transaction. The transaction is expected to close around in second quarter of 2020. As of February 6, 2020, the transaction is expected to close in the middle of 2020. AT&T will be relived of its debt guarantee as part of the transaction. As of February 27, 2020, the transaction has been approved by the shareholders of Central European Media Enterprises. As of April 22, 2020, transaction has received regulatory approvals in Romania and Slovenia. Transaction is expected to close in the third quarter of 2020. As of July 21, 2020, transaction is expected to close by October 27, 2020. As on October 6, 2020, transaction has been approved by European Commission. Following the European Commission's clearance, all required regulatory approvals needed to close the previously announced transaction have been received. Transaction is expected to close on October 13, 2020. Allen & Company LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisors, while Scott F. Smith; Jeffrey A. Potash and Patrick E. Manchester of Covington & Burling LLP acted as legal advisors to Central European Media Enterprises Ltd. J.P. Morgan Securities plc acted as financial advisor and Jan Andruško, Jonathan Weinberg, Chang-Do Gong, Robert Chung, Tomáš Jíne, Justin Wagstaff, Ken Barry, Colin Harley, Jan Stejskal, Arlene Arin Hahn, Henrik Patel, Seth Kerschner, Steven Lutt, David Dreier and Kenneth Barr of White & Case LLP acted as legal advisors to PPF Group N.V. Allen & Company delivered a written opinion to the special committee and the Board of Directors of Central European Media. Central European Media will pay $27 million to Allen & Company LLC for services as financial advisor. Georgeson LLC is engaged as proxy solicitor by Central European Media against a fee of $10,500, plus telephone charges. Eric M. Krautheimer, Melissa Sawyer, Isaac J. Wheeler and Ari B. Blaut of Sullivan & Cromwell LLP acted as legal advisors to AT&T Inc., parent entity of Warner Media, LLC. Robert F Masella of Shearman & Sterling LLP is advising Allen & Company LLC as financial advisor to Central European Media Enterprises Ltd. in its acquisition by PPF Group N.V. TV Bermuda Ltd. completed the acquisition of Central European Media Enterprises Ltd. (NasdaqGS:CETV) from Warner Media, LLC and others on October 13, 2020. Post completion, Didier Stoessel will assume the position of Chief executive Officer at CME, responsible for the Czech, Romanian, Slovak, and Slovenian markets and Lubos Jetmar has been named Chief executive Officer of CME Bulgaria responsible for operations, strategy, and growth development plans in Bulgaria. Guy Cooper of Conyers Dill & Pearman acted as legal advisor to Central European Media Enterprises.