MTG Nordics and TDC Group proposed combination

MTG to merge its Nordic Entertainment & MTG Studios operations with TDC Group
and create Europe’s first fully convergent media and communications provider

The information on this website does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares or other securities in MTG or TDC. This announcement has not been approved by any regulatory authority and is not a prospectus, accordingly investors should not purchase any securities referred to on this website based solely on the information on this website.

The information on this website is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States would be made by means of a prospectus that will contain detailed information about the issuer and its management, as well as financial statements

Latest news

On 12 February 2018, MTG announced it had been informed by TDC Group that its Board of Directors intends to withdraw its recommendation of the signed agreement with MTG to combine its Nordic Entertainment and MTG Studios businesses with TDC Group. The combination is subject to, inter alia, the approval by a TDC Group shareholders’ meeting.

Download press release from 12 February

Press release

Modern Times Group MTG AB has entered into a definitive agreement with TDC Group to combine its Nordic Entertainment and Studios businesses with TDC Group, in order to create the first fully convergent entertainment and communications provider in Europe.

Download announcement press release

Download press release from 12 February

Presentation

The combination of MTG’s Nordic operations and TDC Group creates an attractive new proposition for both consumers and shareholders in the Nordic region. MTG has a long history of being The Igniter in the markets where we operate, and this merger is further evidence of our commitment to shaping the future of entertainment. See the investor presentation for further details on the transaction.

Download roadshow presentation

Download conference call presentation

Webcast

Announcement video

Conference call

MTG co-hosted a conference call with TDC Group on 1 February at 09.00 CET. The conference call presented the proposed combination of MTG Nordics and TDC Group, and included a Q&A session.

To listen to the conference call , please visit the on-demand webcast.

Download conference call presentation

Press conference

Anders Jensen and Pernille Erenbjerg hosted a joint press conference from MTG’s office in Copenhagen on 1 February, at 10:15 CET. Tune in via this link to watch the on-demand webcast from the conference.

Timetable

Preliminary timetable.

1 February 2018

MTG and TDC Group announce the definitive agreement to merge MTG’s Nordic businesses with TDC Group to both companies’ shareholders.

Q1 2018

Notice of TDC Group AGM and TDC Group AGM.

Q2 2018

Notice of MTG AGM, distribution of information brochure to MTG shareholders and MTG AGM.

H2 2018

Expected merger control approvals and closing of the combination.

H2 2018

Distribution of new TDC Group shares to MTG shareholders.

H2 2018

Expected first trading day in new TDC Group shares within a few days following the completion of the combination.

FAQ

Latest news

On 12 February 2018, MTG announced it had been informed by TDC Group that its Board of Directors intends to withdraw its recommendation of the signed agreement with MTG to combine its Nordic Entertainment and MTG Studios businesses with TDC Group. The combination is subject to, inter alia, the approval by a TDC Group shareholders’ meeting.

What was announced on 1 February?

MTG has entered into a definitive agreement with TDC Group to combine its Nordic Entertainment and Studios businesses (MTG Nordics) with TDC Group.

We are creating Europe’s first fully convergent media and communications provider with a uniquely integrated and enhanced consumer offering. This merger creates an attractive new proposition for both consumers and shareholders.

Why enter this merger with TDC Group?

MTG has had a long and successful partnership with TDC Group. We know each other well and understand the value that this combination will create for all stakeholders. Substantial synergies will be unlocked through the combination, and our joint consumer offering will be better, broader and even more available than ever before.

How will consumers benefit from this merger?

The combination of MTG Nordics with TDC Group, which will be rebranded to reflect its new scale and offering, will become Europe’s first fully integrated media and communications provider.  The combined company brings together TDC Group’s direct to consumer offerings in mobile, broadband and TV distribution with MTG Nordics’ content production, broadcasting and streaming services. Consumers will benefit from some of the markets’ most widely recognised and top performing entertainment brands, including Viasat, Viaplay, Viafree, YouSee Tv & Film and Get Play.

The combined company, which will be an attractive producer and acquirer of entertainment content in the Nordic region, will secure and invest in the availability of local content through a wide range of linear and on demand storytelling entertainment products. The combined entity also expects to expand its footprint across the Nordic region and will use its extensive customer insights and more than 1,000 technology developers to pioneer next generation enhanced, flexible and personalised digital entertainment solutions.

How will MTG shareholders be compensated if the proposed merger goes through?

The combination implies a valuation of MTG Nordics of SEK 19.55 billion on a cash and debt free basis. In connection with the completion of the combination of MTG Nordics and TDC Group, MTG will receive a SEK 3.3 billion cash consideration and MTG’s shareholders will receive approximately 4.6 newly issued TDC Group shares for every MTG share held. MTG’s shareholders’ ownership in the combined company at completion of the combination will correspond to approximately 28% of the total pro forma outstanding shares in TDC Group.

What happens to the new MTG?

Following completion of the combination, MTG will continue to be listed on Nasdaq Stockholm and primarily comprise a portfolio of high growth digital entertainment operations focused on esports, online gaming, and digital video content, as well as a number of other media holdings. MTG will be funded for continued expansion of its digital entertainment operations, including potential new M&A activity.

What happens next?

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

Where can I find information from TDC Group regarding the merger?

Click here to go to TDC Group’s transaction web page.

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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