UTH Russia (YUTV) holding has made a formal non-binding offer to buy a 75% stake in the Russian commercial broadcaster CTC Media.
In a statement, CTC Media says that its board of directors has appointed a special committee. composed of independent directors to review and evaluate this offer, consisting of Werner Klatten (Chairman), Tamjid Basunia and Jean-Pierre Morel.
It adds that CTC Media’s board of directors and the special committee have each reviewed the offer and believe that it is appropriate to seek to negotiate the final terms and definitive documentation in respect of the proposed transaction. The latter has agreed to grant a period of exclusivity to UTH – local reports say this is three months – during which the parties will seek to agree the definitive terms of the transaction.
Under the terms of the offer, UTH Russia would acquire the 75% stake for $200 million. Following the transaction, CTC Media would comply with the new ownership restrictions coming in effect in the country ate the beginning of 2016 requiring ownership of media companies to be at least 80% Russian.
CTC Media currently lists MTG (37.9%) as its largest shareholder.It operates the national commercial station CTC, along with the thematic services Domashny, Peretz and CTC Love, and is the main broadcaster to be hit by the new media ownership rules.
Vedomosti reports that CTC Media has been considering the possibility of a sale since March this year. It adds that according to a source at MTG, the Swedish company would be willing to sell its stake providing those of minority shareholders were also bought under the same conditions.
Although interest in CTC Media has been shown by a few parties including Rostelecom, UTH Russia, which is owned by the entrepreneurs Alisher Usmanov and Ivan Tavrin, is the first one that has come in with a formal offer.
According to data complied by Bloomberg,y 2). the total market value of CTC Media, which is a US-registered company, shrunk for $1.8 billion a year ago to $337 million as of last Thursday (July 2).
Werner Klatten, chairman of the special committee, said: “We are disappointed that the change in Russian law regarding foreign ownership of television companies may require a sale transaction, but we are pleased that the efforts of the Board have resulted in an offer for a potential transaction that would, if successful, allow us to secure value for our public stockholders and our largest stockholder. Although we cannot guarantee that we will be able to conclude this proposed transaction, or when it would be consummated, we believe this offer to be worth progressing further as a means of achieving compliance with the amended Russian Mass Media Law before year end.”