Wild Bunch S.A. completed the acquisition of Senator Entertainment AG from KTB Technologie Beteiligungsgesellschaft mbH & CO KG managed by Capdura AG, HSW GmbH, Naya (GP) Limited, Shard Capital Management Limited and others in a reverse merger transaction.
February 04, 2015
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Wild Bunch S.A. agreed to acquire Senator Entertainment AG (XTRA:D69158109) from KTB Technologie Beteiligungsgesellschaft mbH & CO KG managed by Capdura AG, HSW GmbH, Naya (GP) Limited, Shard Capital Management Limited and others in a reverse merger transaction on July 24, 2014. The existing management teams of Wild Bunch and Senator Entertainment will take over operative control over the merged company and become the shareholders of the same. As a result of this recapitalization, Sapinda Holding will become its primary shareholder. Wild Bunch founders Vincent Grimond will be the Chief Executive Officer, Brahim Chioua will be Chief Operating Officer, and Vincent Maraval will be Chief Operating Officer as well as Senator Entertainment Management board member Max Sturm will be Chief Financial Officer. The merger is subject to Senator Entertainment's shareholders approving the move and an associated capital increase at an extraordinary general assembly on September 12, 2014, approval of Senator Entertainment's supervisory Board, Senator Entertainment is obliged to successfully conclude its financial restructuring with the contribution of gross proceeds of around 16 million in a cash capital increase and a debt-for-equity swap of up to 10 million.
As on September 12, 2014, the transaction has been approved by the Senator Entertainment shareholders at an extraordinary meeting. The merger will take place by means of a capital increase through contribution in kind, where Senator will issue 55.9 million new shares, bringing its total number of shares to about 74.5 million. Post completion, Wild Bunch's current executives will become anchor shareholders in Senator Entertainment.
Dirk Besse, Jörg Meißner, Christiane Stützle, Moritz Heuser, Sebastian Schwalme, Friederike Busch and Anna Wolschner of Morrison & Foerster, LLP acted as legal advisors for Senator Entertainment. Robert Pfeiffer, Thibaut de Smedt of Bryan Garnier & Co acted as financial advisor to shareholders of Wild Bunch S.A. Albrecht Conrad, Stefan Richter, Fabian Seip, Anna Schulz of Hengeler Mueller and Bredin Prat acted as legal advisors for Wild Bunch. Mark Richardson and Viktoriya Bukina of Franklin acted as legal advisor for Senator Entertainment. Alexander Veith, Daniel Epe of Allen & Overy acted as legal advisor and goetzpartners HOLDING GmbH & CO. KG acted as financial advisor for Sapinda.
Wild Bunch S.A. completed the acquisition of Senator Entertainment AG (XTRA:D69158109) from KTB Technologie Beteiligungsgesellschaft mbH & CO KG managed by Capdura AG, HSW GmbH, Naya (GP) Limited, Shard Capital Management Limited and others in a reverse merger transaction on February 5, 2015. 55.87 million shares of Senator Entertainment will be issued in consideration.
Wild Bunch AG, formerly Senator Entertainment AG, is a Germany-based media conglomerate company that produces and co-produces television (TV) and theatrical product. The Company is also involved in acquiring and exploiting rights to completed films in various stages of the distribution chain, such as theatrical, digital video disc (DVD), TV and the multiple internet platforms. The Companyâs subsidiaries include Senator Film Verleih that acquires feature film rights and exploits them theatrically; Senator Film Produktion that produces and co-produces a stream of movies, and Senator Home Entertainment that markets and distributes film licenses on DVD and next generation formats. Deutschfilm GmbH, is a joint venture between Anatol Nitschke and the Company, and is active in various areas of film production, acquisition of German films for the Senator Film Verleih and marketing for various produced, co-produced and acquired projects .
Wild Bunch S.A. completed the acquisition of Senator Entertainment AG from KTB Technologie Beteiligungsgesellschaft mbH & CO KG managed by Capdura AG, HSW GmbH, Naya (GP) Limited, Shard Capital Management Limited and others in a reverse merger transaction.