Telegraaf Media Groep (TMG)-SBS Broadcasting

TMG to book 360 mln euro profit on SBS stake sale*

AMSTERDAM June 27, 2007 – Telegraaf Media Group (TMG) [TLGNc.AS] will record a book profit of around 360 million euros ($484.6 million) on the sale of its 20 percent stake in SBS Broadcasting S.a.r.l., it said on Wednesday.

      TMG, which publishes the best-selling Dutch newspaper De Telegraaf, said the stake sale would generate proceeds of 433 million euros.  It is part of a larger deal in which German TV broadcaster ProSiebenSat.1 Media AG [PSMG_p.DE] will buy SBS Broadcasting for 3.3 billion euros.

      TMG has an option that would give it 6 percent of the ProSiebenSat.1 Group's share capital, or 12 percent of the shares that carry the voting rights, ProSieben and TMG said in separate statements.  The option to buy about 13.1 million shares in ProSiebenSat.1 from Lavena, the holding company owned by private equity firms KKR [KKR.UL] and Permira [PERM.UL], at 34.71 euros per share can be exercised by June 1, 2008.

      Lavena has a put option until Aug. 15, 2008, to sell the shares to TMG at 28.71 euros per share.  In both cases, dividends will be subtracted from the transaction price.

      TMG initially had a stake in the Dutch unit of SBS Group, which it exchanged for a stake in the whole group in 2005.

* Compass Advisers acted as co‑advisor to TMG on the transaction.