MediaPro Management/Metrodome Group
June 9, 2008
Compass Advisers, LLP ("Compass") is pleased to announce the closing of a mandatory offer by MediaPro Management S.A. ("MediaPro") for the entire issued and to be issued share capital of Metrodome Group plc ("Metrodome") not already owned by MediaPro. Metrodome is an audiovisual entertainment company, which focuses principally on the sale and distribution of films through cinema and entertainment channels. A public company listed on AIM (LON:MRM), Metrodome has recently experienced success from its theatrical releases with "The Counterfeiters" winning the Oscar for Best Foreign Language Film in February 2008, and "Away from Her," receiving 2008 nominations for Best Actress and Best Screenplay. MediaPro is a leading media and entertainment company based in Romania with operations in cinema and TV production and services, film, home video and music distribution, cinema exhibition, news agency, publishing, printing, internet portals, indoor advertising and telecoms. It is a private company controlled by the entrepreneur, Adrian Sarbu.
On May 16, 2008, MediaPro and Metrodome announced that MediaPro had acquired a 50.1% stake in Metrodome from TV-Loonland AG ("TVL") at 2.62 pence per share. Accordingly, pursuant to the provisions of Rule 9 of The City Code on Takeovers and Mergers, MediaPro became obliged to make an unconditional cash offer to acquire the entire ordinary share capital of Metrodome not already owned by MediaPro, also at 2.62 pence per share. Since MediaPro preferred to maintain Metrodome's public listing in order to potentially raise additional funds, the mandatory offer was an unusual "insincere" offer (i.e., MediaPro wanted as few Metrodome shareholders to accept as possible).
At the close of the mandatory offer, MediaPro had received valid acceptances for 12.2% of Metrodome. Further to the terms of the sale and purchase agreement between MediaPro and TVL, MediaPro acquired all of the remaining shares in Metrodome owned by TVL, amounting to 11.6% of Metrodome. This brought MediaPro's total stake in Metrodome to 73.9% before MediaPro completed its obligation to sell a 10.0% stake of issued share capital to Mark Webster, the new Chairman of Metrodome and Vice President of Business Development at MediaPro. MediaPro subsequently sold a 1.7% stake in Metrodome to Chief Executive Peter Urie, and a 0.8% stake to Finance Director Steve Winetroube, resulting in MediaPro's ultimate 61.4% stake in Metrodome. All transactions were completed at 2.62 pence per share.
Compass assisted MediaPro by providing strategic advice, introducing MediaPro to TVL and Metrodome, evaluating Metrodome and assisting in the due diligence. Compass also negotiated the price and transaction terms, assisted in formulating the deal structure, liaised with the Takeover Panel, coordinated the other advisors and service providers and made the offer on behalf of MediaPro. Mark Webster commented, "One of MediaPro's strategic aims is to develop its business in the U.K. and Europe, expanding from its existing operational base in Romania. MediaPro sees Metrodome as a suitable vehicle for such growth, and we intend to work closely with Metrodome to realize our strategic objective of building a European distribution business. Compass was instrumental in presenting MediaPro with this opportunity and making the deal happen despite the necessarily complex deal structure." He added, "MediaPro sees further potential for growth through Metrodome making acquisitions in the media sector that complement its activities as suitable opportunities arise."