MTG to split into two companies

One becomes two: MTG and Nordic Entertainment Group

Press release

The Board of Directors of Modern Times Group MTG AB (publ) (“MTG”) has decided to initiate a process to split MTG into two companies by distributing all of the shares in Nordic Entertainment Group (comprising the Group’s Nordic Entertainment, MTG Studios and Splay Networks operations) to MTG’s shareholders, and listing these shares on Nasdaq Stockholm. The Board intends to propose the distribution and listing of the shares at an Extraordinary General Meeting of its shareholders during the second half of 2018.

Download announcement press release

Presentation

The splitting of MTG will create two separate companies with clear investment profiles that are well positioned to capitalise on consumer trends, capture growth opportunities, and generate sustainable value for owners, customers and employees. See the investor presentation for further details on the rationale of the split, descriptions of both businesses and the indicative timeplan.

Download investor presentation

Conference call

MTG will host a conference call to present the proposed split and distribution of shares on Friday 23 March at 09:00 CET. To participate in the conference call, please dial:

Sweden:             +46 (0) 8 5065 3942

UK:                       +44 (0) 330 336 9411

US:                       +1 323 794 2093

The access pin code for the call is 5998188.

The conference call will also be webcast in ‘listen-only’ mode here.

Download investor presentation for the conference call 

FAQ

What has been announced?

MTG’s Board has decided to initiate a process to split MTG into two companies by distributing all of the shares in Nordic Entertainment Group to MTG’s shareholders and listing these shares on Nasdaq Stockholm.

The Board intends to propose the distribution and listing of the shares at an Extraordinary General Meeting of its shareholders during the second half of 2018. The Board’s final proposal will be subject to the previously announced combination of MTG’s Nordic Entertainment and MTG Studios businesses with TDC Group not being completed.

The split will create two separate companies with clear investment profiles that are well positioned to capitalise on consumer trends, capture growth opportunities, and generate sustainable value for owners, customers and employees.

Why do this now?

This is a natural next step in MTG’s strategic transformation. Now is the right time to initiate a split of MTG into two separate and listed companies, in order to maximise the focus and potential of each group for the benefit of owners, customers and employees. The split follows the same structure as the proposed TDC combination, and with all the work we have done on strategy and how to separate the businesses, this makes full sense.

What will the two companies comprise after the split?

Modern Times Group MTG AB will comprise MTG’s current esports (ESL, DreamHack and ESEA), online gaming (InnoGames and Kongregate) and digital video content (Zoomin.TV, Engage Digital Partners) operations, as well as other minority holdings (Comosa AG and BITKRAFT). MTG will be well funded and will focus on developing and expanding its portfolio of hyper growth global digital companies through a flexible buy and build strategy, which will be centred around key digital entertainment verticals.

Nordic Entertainment Group will comprise MTG’s current Nordic Entertainment and Studios business segments, as well as Splay Networks. Nordic Entertainment Group will develop and invest in its position as a fully integrated broadcasting, digital communication and content production company.

Why is this transaction good for MTG’s shareholders?

The split will create two separate companies with clear financial profiles and equity stories, facilitating fair valuation of both businesses and providing shareholders with two distinct investment opportunities. The separation also provides both businesses with clearer focus, enables separate incentivisation models to attract and retain key talent, simplifies decision-making processes and improves their agility to capitalise on growth opportunities in order to create greater value for shareholders.

What approvals are required to split MTG and distribute the shares in Nordic Entertainment Group?

The split is subject to the approval of the general meeting of shareholders after which MTG intends to apply for the listing of Nordic Entertainment Group at Nasdaq Stockholm, which in turn requires approval and registration of a listing prospectus by the Swedish Financial Supervisory Authority.

What happens next?

There are a few milestones to be achieved before the split is completed, including shareholder and relevant regulatory approvals. Please see the Timetable section for all important dates. In the meantime, our daily business operations continue as usual.

Timetable

The preliminary anticipated timeplan is as follows:

23 March 2018

MTG announces that its Board of Directors has decided to initiate a process to split MTG into two companies by distributing all of the shares in Nordic Entertainment Group to MTG’s shareholders, and listing the shares on Nasdaq Stockholm.

H2 2018

Publication of EGM notice.

H2 2018

Publication of Information Brochure.

H2 2018

EGM.

H2 2018

Publication of Nordic Entertainment Group listing prospectus.

H2 2018

Distribution of Nordic Entertainment Group shares.

H2 2018

First day of trading in Nordic Entertainment Group shares.

Contacts

Matthew Hooper
EVP, Head of Corporate Communications
+44 77 6844 0414
matthew.hooper(at)mtg.com
Stefan Lycke
SVP, Head of Investor Relations
+46 73 699 27 14
stefan.lycke(at)mtg.com
Tobias Gyhlenius
Group Head of PR
+46 736 992709
tobias.gyhlenius(at)mtg.com

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