Polish media group Cyfrowy Polsat has adjourned an EGM to vote on key precursors to its planned merger with Metelem Holding Company, sole owner of mobile operator Polkomtel (Plus).
Cyfrowy said in a short statement that shareholders at the EGM yesterday…
Polish media group Cyfrowy Polsat has adjourned an EGM to vote on key precursors to its planned merger with Metelem Holding Company, sole owner of mobile operator Polkomtel (Plus).
Cyfrowy said in a short statement that shareholders at the EGM yesterday (16 January) resolved to postpone the rest of the meeting until 23 January.
At yesterday’s EGM, shareholders voted in favour of a conditional increase in the company’s share capital worth up to PLN11.65m (US$3.8m), a company spokesperson confirmed. This will see Cyfrowy issue up to 291.19 million series I, ordinary bearer shares with a nominal value of PLN0.04 (US$0.013) each. The issue price of each new share will be PLN21.12 (US$6.88).
The new shares will be taken up by shareholders in Cyprus-based Metelem, namely Argumenol Investment Company, the European Bank for Reconstruction and Development (EBRD), Karswell and Sensor Overseas. They will be covered in full by way of a non-cash contribution, specifically the shares in Metelem, which has an estimated value of PLN6.15bn (US$2bn).
Cyfrowy shareholders are set to vote on additional steps relating to the merger at the 23 January EGM.
However, such steps may be challenged by pension funds with shares in Cyfrowy, including Aviva OFE, Nordea OFE and PZU OFE. The funds believe the management board has overvalued Metelem shares, the Cyfrowy spokesperson confirmed. In the funds’ opinion, Metelem’s total share capital is worth between PLN5.3bn and PLN5.4bn (US$1.73bn and US$1.76bn).
Cyfrowy announced in November that it had agreed to buy a majority stake in Metelem in a PLN5.15bn (US$1.65bn) share-swap deal. The European Bank for Reconstruction and Development (EBRD) subsequently agreed to sell its 16.2% stake in Metelem to Cyfrowy and to acquire a 7.39% stake in the media group.
Cyfrowy has said the merger with Polkomtel will create Poland’s largest media and telecoms group with estimated annual revenue of nearly PLN10bn (US$3.21bn). The media group has said it expects the deal to close in Q2 2014, subject to the successful refinancing of its existing debt.
