The filing reports that MTG Russia AB has today advised Alfa CTC Media Holdings Limited (‘Alfa’) and CTC Media that it has waived its right to purchase the 39,548,896 CTC Media shares (equivalent to a 25.2% stake in CTC Media) offered by Alfa to MTG on 27 April 2011 for USD 27.097 per share. Alfa has now entered into an agreement to sell these shares to Telcrest Investments Limited (‘Telcrest’).
As a result, MTG Russia, CTC Media and Telcrest have today signed a new shareholders’ agreement to govern the relationship between the parties. The new agreement is subject to Telcrest completing the purchase of Alfa’s shares in CTC Media on or before 23 August 2011. The new shareholders’ agreement, which would be valid until 6 June 2015, is similar to the existing agreement between MTG Russia, Alfa and CTC Media and is attached to the filing, which can be found at http://sec.gov/Archives/edgar/data/1354513/000090342311000277/mtg-13da2_0519.htm (http://sec.gov/Archives/edgar/data/1354513/000090342311000277/mtg-13da2_0519.htm). The agreement specifies that the CTC Media Board of Directors would continue to have nine members and MTG’s representation on the Board and co-chairmanship of CTC Media would remain the same. Peter Aven would also continue to serve as co-Chairman of CTC Media.
Telcrest is a newly formed company that is owned by Mediaset LLC, CJCS National Media Group, Abit Holdings Limited and OJSC Surgutneftegas, which are all affiliates of Bank Rossiya, and Itera Media Limited.
Hans-Holger Albrecht, President and CEO of MTG, commented: “We are very pleased to have signed this agreement with our new partner in CTC Media. We have held positive discussions with the shareholders of Bank Rossiya regarding our partnership moving forward, and the further development of CTC Media. We have been a shareholder in CTC Media since 2002 and have been closely involved in the successful growth of the business, which remains a strategic long-term investment for us.”
Yury Kovalchuk, Chairman of the Board of Directors of Bank Rossiya, and Alexey Mordashov, a member of the Bank Rossiya Board of Directors, commented: “We see our investment in CTC Media and this partnership as a positive development for us and we view MTG as a long-term strategic partner.”