Telegraaf Media Groep : TMG creates level playing field

With reference to the press release dated 23 January 2017, Telegraaf Media Groep N.V. (TMG) announces that, following the unsolicited, non-binding, conditional offer received from Talpa Holding B.V. (Talpa), it has decided to grant Talpa access to information relevant for the valuation of the company, which at an earlier stage had also been provided to Mediahuis and VP Exploitatie.

By granting Talpa access to this information, the Supervisory Board (SB) and Executive Board (EB) of TMG are creating a level playing field for both parties who are considering a formal offer for all issued and outstanding depository rights of TMG. In accordance with their fiduciary duties, the SB and EB are of the opinion that it is in the interest of TMG, its business and all stakeholders to create a transparent process with regard to the two alternatives.

TMG is currently having discussions with Talpa and Mediahuis /VP Exploitatie on the financial terms, strategic aspects deal certainty and competition clearance, financing and transaction structure, as well as guarantees regarding the continuation of TMG's strategy in general and securing the editorial freedom of journalism in particular. Talpa and Mediahuis / VP Exploitatie now conduct a due diligence investigation.

The SB and EB are carefully reviewing and considering both proposals, together with their financial and legal advisors. The interests of all stakeholders of TMG, including the shareholders, will explicitly be taken into account.

In the meantime, the SB and EB will continue to focus on executing the standalone strategy of TMG in the interest of TMG, its business and all its stakeholders, including its shareholders.

Further announcements will be made if and when required.

This is a public announcement by Telegraaf Media Groep N.V. pursuant to section 17 paragraph 1 of the European Market Abuse Regulation (596/2014). This public announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Telegraaf Media Groep N.V.

About Telegraaf Media Groep
Telegraaf Media Groep N.V. (TMG) is one of the largest media companies in the Netherlands, with strong brands such as De Telegraaf, DFT, Telesport, Metro, Autovisie, Privé and VROUW; regional dailies such as Noordhollands Dagblad and de Gooi- en Eemlander; digital brands such as GeenStijl, Dumpert and Gaspedaal; Classic FM and - through a strategic collaboration with Talpa - national radio stations Sky Radio, Radio Veronica, Radio 538 and Radio 10. We also have dozens of other brands and titles that focus on providing local news, entertainment or e-commerce (e.g., GroupDeal). Through Keesing Media Group, we are market leader in Europe in the field of puzzle magazines and digital puzzles. It is TMG's mission to provide consumers with high-quality, personalised and relevant news, sport and entertainment 24 hours a day, 7 days a week, via any available form of distribution. For more information about TMG, go to www.tmg.nl.