Telegraaf Media Groep : TMG takes note of Talpa’s unsolicited and unrealistic offer

Telegraaf Media Groep N.V. ('TMG') has taken note of the offer document that was published yesterday evening by Talpa Holding N.V. ('Talpa'). With this Talpa launches a formal public bid on TMG, just before the expiration of the acceptance period ( 15 June 17:40 CET) of the Offer by Mediahuis and VP Exploitatie which is supported and recommended by TMG. After first examination of the offer from Talpa, the Supervisory Board, also acting in its temporary capacity as acting Executive Board of TMG, maintains its recommendation and support for the offer from Mediahuis and VP Exploitatie based upon the convincing strategy, the deal certainty of that offer, the fair and certain price and the non-financial covenants as explained in the Position Statement published by TMG on 19 April.

In the evaluation of the offer from Talpa, the Supervisory Board has noted that the offer from Talpa has not changed materially compared to the earlier indicative offers from Talpa, and with that, as previously noted, is unrealistic. In a press release published yesterday, Mediahuis and VP Exploitatie have both reconfirmed that they will not sell their shares in TMG to Talpa. Therefore, Talpa will not be able to acquire at least 50% of the shares of TMG. This minimum percentage is set by Talpa as a condition to declaring the offer unconditional ('gestand doen').

TMG notes that the conditions and the strategic and non-financial aspects of the offer from Talpa are not clear and unexpended. Furthermore, these conditions are in many ways materially inadequate and not in the interest of TMG, its future and its stakeholders. Talpa does not provide insight into its strategic intentions regarding TMG's core activities. Neither, any insight is provided into the composition of the Executive Board and the Supervisory Board of TMG when it potentially declares the offer unconditional. Talpa's unilaterally formulated non-financial conditions, for example regarding preservation of employment, the future financing of the company and execution power and the protection of minority shareholders, are in many respects inadequate and the offer even lacks a customary mechanism for the enforcement of these conditions.

One condition of the offer from Talpa is that at least 50% of the shares of TMG will be transferred to Talpa. As Mediahuis and VP Exploitatie have reconfirmed that they will not sell their 60% stake in TMG to Talpa, it is clear from the outset that this condition cannot be fulfilled. Therefore Talpa cannot acquire a majority stake in TMG and with this Talpa is not required declare its offer unconditional after the acceptance period has expired on 14 August 2017, and to actually pay shareholders of TMG the price offered by Talpa. Payment to the shareholders of the prospective offer price by Talpa of EUR 6.50 is therefore highly uncertain.

Shareholders who consider to tender their shares to Talpa will miss out on the payment of the prospective offer price of EUR 6.00 set out by Mediahuis and VP Exploitatie. After the offer by Mediahuis and VP Exploitatie has been declared unconditional, payment of the offer price should be expected next week.

TMG has not been contacted by Talpa since the termination of the discussions with Talpa and the following public announcement that TMG signed a Merger Protocol with Mediahuis and VP Exploitatie on 5 March. However, Talpa did continue its request for an investigation and filled an additional petition with the Enterprise Chamber on 15 May. On 10 June, Talpa published a press release stating that the request for an investigation has been withdrawn. By publishing the offer document, just before the expiration of the acceptance period (15 June at 17:40 CET) of the offer from Mediahuis and VP Exploitatie that has been recommended and supported by TMG, Talpa renders an unilateral and unsolicited offer.

By signing the Merger Protocol with Mediahuis and VP Exploitatie, TMG has ensured the execution of the strategy it has embarked on and which is endorsed by Mediahuis. With this, TMG also takes into account the support from the Works Council and the editorial boards for the decision to enter into the Merger Protocol with Mediahuis and VP Exploitatie, the clearance received from the Dutch Authority for Consumers and Markets (Autoriteit Consument en Markt) and the acceptance by the general meeting of shareholders of all resolutions related to the offer by Mediahuis and VP Exploitatie during the meeting held on 1 June. TMG feels supported by the ruling of the Enterprise Chamber that there is no reason to doubt the policies of TMG in the context of the offers.

Shareholders can tender their shares until 15 June 17:40 CET under the offer of Mediahuis and VP Exploitatie. After the offer is declared unconditional by Mediahuis and VP Exploitatie, the uncertainty around TMG will be taken away and the company can continue to build on its future.

In line with the rules and regulations, TMG's Supervisory Board will publish its formal position about Talpa's offer shortly.

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 release is a translation of the original text in Dutch. In the event of a discrepancy between the two versions, the Dutch version prevails.

About TMG
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; online videoplatform Telegraaf VNDG; 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. TMG also has other brands and titles that focus on providing entertainment or e-commerce (e.g., GroupDeal). Through Keesing Media Group, TMG is market leader in Europe in the field of puzzle magazines and digital puzzles. TMG's mission is to provide consumers with high-quality, personalised and relevant news, sports and entertainment 24 hours a day, 7 days a week, via all available forms of distribution. For more information about TMG, please go to www.tmg.nl.