DGAP-News: Axel Springer enters into investor agreement with KKR to support long-term growth strategy

12 June 2019

- KKR to launch voluntary public tender Offer to all shareholders at a price of EUR 63.00 in cash

- Executive Board and Supervisory Board welcome strategic partnership with KKR and voluntary public tender Offer

- Axel Springer to benefit from new strategic and financial partner supporting long-term growth and investment strategy

- Shareholders to benefit from significant premium of 39.7 percent to unaffected share price and immediate and certain value crystallization

- Entities controlled by Friede Springer and Mathias Döpfner have entered into shareholder agreement with KKR and will retain their shareholdings

Axel Springer SE ("Axel Springer" or the "Company") has signed today an investor agreement with Traviata II S.à r.l., a holding company ("Investor") owned by funds advised by investment firm KKR to create a strategic partnership supporting the long-term growth and investment strategy of the Company. In this context, the Investor has announced its intention to launch a voluntary public tender Offer (the "Offer") at an Offer price of EUR 63.00 per share in cash for all outstanding shares of Axel Springer (the "Offer Price").

The announcement today and Offer by KKR is the result of a strategic review and stringent process initiated by the Executive Board of Axel Springer in the context of its growth strategy presented in December 2018. The Executive Board of Axel Springer has evaluated different options including finding a committed shareholder and strategic partner, who supports the realization of the Company's strategy, while at the same time offering all shareholders of Axel Springer the opportunity to realize a significant part of the envisaged long-term value creation immediately upfront.

Partnership to enable pursuit of new growth opportunities

Axel Springer aims at becoming the leading global provider of digital content and digital classifieds. KKR has significant expertise in the digital and media sectors, an impressive track record of successful investments in Germany and across Europe and will be a strong strategic and financial partner for Axel Springer. KKR supports Axel Springer's strategy of investing in further growth projects to generate long-term value. Furthermore, the parties are in agreement that Axel Springer will remain a leading voice in independent journalism across all channels, nationally and internationally alike.

Adjustment of the forecast

The Executive Board is convinced of the merits of the Company's long-term strategy, which aims at realizing further growth potential in the Classifieds and Digital Content businesses. The Executive Board is therefore holding on to the investments planned for the fiscal year 2019. These relate to the implementation of the Company's growth strategy, although the overall macro-economic development is slower than originally expected, as a result of which the revenue development is weaker, especially at Job Classifieds. This, together with the digital tax that has been introduced in France, will result in a partial adjustment of the revenues and earnings guidance for 2019. Axel Springer therefore expects reported Group revenues for the financial year 2019 to decline in the low single-digit percentage range and revenues on an organic basis to increase in the low single-digit percentage range. Adjusted EBITDA is expected to decline in the mid-single-digit percentage range (reported) and remain at previous year's level on an organic basis. Revenues for the Classifieds Media segment should be on prior year's level or show an increase in the low single-digit percentage range and increase on an organic basis in the mid to high single-digit to low double-digit percentage range. Axel Springer expects that the adjusted EBITDA in the Classifieds Media segment will decline in the mid-single-digit percentage range (reported) and be at prior year's level on an organic basis.

Key terms of the Offer

The Offer Price represents a highly attractive premium of c. 39.7 percent to the unaffected share price of EUR 45.10 on 29 May 2019, before Axel Springer confirmed discussions with KKR about a potential strategic investment. The Offer Price also represents a premium of c. 31.5 percent to the unaffected three-months volume-weighted average share price of EUR 47.93 and a significant premium to the median broker target price of EUR 55.80, each as of 29 May 2019 according to Bloomberg. The Offer implies an equity value of Axel Springer of approximately EUR 6.8 billion. It will be subject to a minimum acceptance threshold of 20 percent and further customary conditions, including foreign investment and merger control clearances.

The Executive Board and the Supervisory Board of Axel Springer support the Offer and the strategic partnership. Subject to the careful review of the Offer document and their statutory duties, the Executive Board and the Supervisory Board of Axel Springer intend to recommend shareholders of the Company to accept the Offer in their reasoned statement.

Investor agreement

Axel Springer has entered into an investor agreement with KKR and investment entities controlled by Friede Springer and Mathias Döpfner, respectively. The investor agreement contains the essential cornerstones and legal structure of the agreed transaction and future corporate governance principles for the Company after a successful Offer. In particular, Axel Springer will remain a European Stock Corporation (SE). As provided for in the investor agreement the parties support the long-term strategy of Axel Springer. The editorial independence of Axel Springer's media offerings will be preserved.

Future governance

Current shareholders Friede Springer, who indirectly and directly controls 42.6 percent of the shares, and CEO Mathias Döpfner, who owns 2.8 percent of the shares, have separately agreed with the Investor to retain their shareholdings in Axel Springer SE. The shareholder agreement will be subject to closing of the Offer and provides that no decisions on the shareholder level can be taken without the consent of Friede Springer in order to ensure continuity in the governance and the management of the Company.

The current Executive Board members of Axel Springer will continue to lead the Company. The Supervisory Board will continue to be composed of nine members, led by current chairman Ralph Büchi. Provided that the Offer is successful with all conditions being met, the Investor would seek adequate representation on the Supervisory Board of Axel Springer.

Mathias Döpfner, CEO of Axel Springer: "The Executive Board welcomes a potential partnership with KKR. It would offer an excellent strategic perspective for our company. Our growth plans will require significant investment in people, products, technology and brands over the next years. The strategic partnership with KKR would enable us to pursue major growth opportunities by providing additional financial capabilities while relieving the mere focus on short-term financial targets. KKR is a long-term focused partner who respects and supports our commitment to independent journalism and our purpose of enabling free decisions."

Julian Deutz, CFO of Axel Springer: "As management of Axel Springer, we are fully focused on achieving the best possible outcome for our shareholders. The Offer of EUR 63.00 represents an attractive premium and is the result of a thorough process organized by the Executive Board."

Friede Springer: "Our journalistic principles and our corporate culture remain the foundation on which we build and in which we trust. KKR would be a good partner who sees this the same way and with whom Axel Springer could take the next major growth steps."

Ralph Büchi, Chairman of the Supervisory Board of Axel Springer: "The Supervisory Board believes that the planned partnership with KKR is an excellent opportunity for Axel Springer. It builds on the strengths and values of the Company and at the same time paves the way for significant additional growth opportunities. Axel Springer will remain an important journalistic voice in Germany and abroad. This is also ensured through the long-term commitment of Friede Springer and continuity of the Executive Board."

The Offer document (once available) and other information relating to the public tender Offer will be made available by the Investor on the following website: www.traviata-angebot.de.

Allen & Company and Goldman Sachs are acting as financial advisors and Hengeler Mueller is acting as legal advisor to Axel Springer SE. Lazard & Co is acting as financial advisor to the Supervisory Board of Axel Springer SE.

Important Note

This press release is not a statement from the Executive Board or Supervisory Board to the announced Offer. The Executive Board and the Supervisory Board will provide a reasoned statement pursuant to § 27 WpÜG after publication of the Offer document by the Investor. Shareholders are advised to read the statement in full before reaching their decision as to whether or not to accept the Offer. The sole authoritative document for the Offer itself is the Offer document from the Investor. Shareholders should also note that Axel Springer SE shares are registered shares with restricted transferability, which can only be transferred with the consent of the Company. The Executive and Supervisory Board of Axel Springer will continue their current practice in consenting to any share transfers, while taking their support of the announced Offer into account.

Note:
Telephone conference for media representatives, 12 June 2019, 10:00 CET.
Dial-ins: +49 (0) 69 566 038 000

Press contact:
Edda Fels
Axel Springer SE
+49 30 2591 77600
edda.fels@axelspringer.com

About Axel Springer

Axel Springer is a media and technology company and active in more than 40 countries. By providing information across its diverse media brands (among others BILD, WELT, BUSINESS INSIDER, POLITICO Europe) and classifieds portals (StepStone Group and AVIV Group) Axel Springer SE empowers people to make free decisions for their lives. Today, the transformation from a traditional print media company to Europe's leading digital publisher has been successfully accomplished. The next goal has been identified: Axel Springer wants to become global market leader in digital content and digital classifieds through accelerated growth. The company is headquartered in Berlin and employs more than 16,300 people worldwide. In the fiscal year 2018, Axel Springer generated 71 percent of revenues with its digital activities which also contributed 84 percent to earnings (adj. EBITDA).