euro adhoc: Goldbach Media AG
Mergers - Acquisitions - Takeovers
Goldbach
Media becomes the leading online Advertising sales network in Eastern Europe
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Company Information/Goldbach acquires control of ARBOmedia
16.09.2008
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Goldbach acquires control of ARBOmedia, listed in Germany: Goldbach Media becomes the leading online Advertising sales network in Eastern Europe
Goldbach Media owns 72.7 % of ARBOmedia - Compulsory purchase offer of E 9.80 per share planned - Offer price is 47% above the volume-weighted average price - Plans for rapid development of Eastern European business
Küsnacht, 16th September 2008. The leading advertising sales house for private electronic, interactive and mobile media in Switzerland, Goldbach Media Group, which is also active in Germany, Austria, Croatia and Slovenia, has acquired control of ARBOmedia. Goldbach Media Group now holds 72.7% of ARBOmedia, which is listed in Germany. In accordance with German law, Goldbach will now presents a compulsory offer to ARBOmedia's remaining shareholders. Goldbach Media Group intends to offer a price of E 9.80 per share. This represents a premium of 47% on the average weighted price of ARBO shares over the last six months. ARBOmedia occupies a leading position in online advertising in various Eastern Europe countries. Once it has integrated ARBOmedia's market-leading companies in Poland, the Czech Republic and Romania, as well as the emerging business in Russia, Goldbach Media will become the number one provider of marketing services for online media in Eastern Europe. As an advertising logistics specialist, Goldbach Media's aim is to build up its business rapidly in high- growth Eastern European countries in order to create a comprehensive range of marketing services for interactive, digital and private electronic media throughout the whole of Eastern Europe.
Goldbach Media Group, with its companies IP Multimedia, AdLINK, game mediarep, activeMOBILE, OnEmotion and orange8 interactive, is the leading advertising sales house for private electronic, interactive and mobile media in Switzerland. It is also active in Germany and Austria, and already has an East European presence in Croatia and Slovenia. By acquiring a majority shareholding, Goldbach Media Group now has acquired control of ARBOmedia, which is listed in Germany. Goldbach Media intends to move rapidly to integrate ARBOmedia's profitable, high-growth online business in Eastern Europe - including the
market-leading operations in Poland, the Czech Republic and Romania, and the emerging business in Russia - with its own sales and distribution organization. The combination of these businesses with existing Goldbach companies in Croatia and Romania will make advertising logistics specialist Goldbach Media the number one provider of marketing solutions for online media in Eastern Europe. Its marketing services for online media in these emerging countries will be expanded to provide a comprehensive range of marketing solutions, throughout the whole of Eastern Europe. By merging the Eastern European networks run by Goldbach Media and ARBO media with AdLINK's Western European network, the company will create the first pan-European online marketing solutions network.
ARBOmedia enjoys a strong market position in Eastern Europe. ARBOmedia is an all-media marketing services provider and is active throughout Europe. It has been listed on the regulated market in Germany since 2000 and in 2007 it generated revenue of around E 76.6 million with its 497 employees in all types of media. Owing to exceptional items, the company posted a loss of around E 6.5 million in 2007. ARBOmedia occupies strong positions in the market for online media marketing solutions in Eastern Europe. In Poland and the Czech Republic, ARBOmedia is the number one company for online marketing, and in Romania the number two. In addition, ARBOmedia owns companies which are currently just starting up in Russia and Turkey. Online business grew by an impressive 108% in 2007. For the current 2008 financial year, Goldbach Media expects to see another significant increase in revenue from ARBOmedia's online business in Eastern Europe. ARBOmedia owns its own print media, primarily in Romania, which benefited from strong investment in 2007. Around 70% of its total workforce is employed in the print sector.
Goldbach Media: success thanks to a focused business model
Employing 189 people, Goldbach Media, which is listed on the SWX Swiss Exchange, increased revenue by around 19% in 2007 to CHF 237.0 million, while its EBIT went up by about 18% to CHF 17.8 million. Goldbach Media focuses on advertising sales for interactive, digital, mobile and private electronic media . In Switzerland Goldbach Media is the market leader for marketing solutions on the Internet, private TV and radio stations and on digital signage (adScreens). Goldbach Media has strengthened its advisory expertise and online offering over the last year by establishing companies for advertising within games and gaming platforms, and by acquiring and integrating businesses in the performance marketing sector. In March 2008, Goldbach Media acquired online marketing companies in Croatia and Slovenia. This marked the start of the opening up of Eastern European markets, which Goldbach had announced as its goal when it first floated. The integration of server technology
and integrationof the Croatian and Slovenian companies, which have since been renamed AdLINK Media, into the international network, is now complete.
Ideally comlementing theleading position in Eastern Europe.
ARBOmedia's online marketing companies, which lead the market in Poland, the Czech Republic and Romania, and the companies currently being set up in Russia, provide an ideal complement to Goldbach Media's online business in Slovenia and Croatia. Together with ARBOmedia's companies, Goldbach Media will become the number one provider of marketing services for online media in Eastern Europe. Thanks to the company's market knowledge, the active participation of local management in regional marketing companies, and the parent company's marketing solutions expertise, Goldbach Media expects rapid, profitable growth in Eastern European markets, as well as a substantial overall increase in revenue from online business over the year as whole.
Rapid expansion of Eastern European business planned
Goldbach media hopes that the expected economies of scale resulting from shared use of cross-border infrastructure for planning, managing and optimizing digital and interactive advertising will create a competitive advantage over national and local online marketing organizations. Goldbach media aims gradually to augment its online business in Eastern European countries with marketing solutions for private electronic media (TV, radio, mobile and digital signage media), and thus to extend its successful Swiss model into emerging Eastern European markets. Goldbach Media intends to continue building up its marketing services offering throughout the region to create a pan-Eastern European network. This Eastern European network dovetails with the Western European network run by Goldbach Media's partner AdLINK to form the first pan- European online marketing solutions network, covering 16 countries. Goldbach Media hopes that this will provide additional impulses for further growth and development. ARBOmedia's business units in the print sector in Romania, and its advertising sales operation for public television stations in the Czech Republic do not fit into Goldbach Media's focused portfolio. Profitable or cost-neutral solutions for these units, possibly involving partnerships and cooperation agreements, will be found within 24 months at the latest. Activities in Turkey will be monitored very closely.
Attractive compulsory offer made to remaining shareholders in ARBOmedia - Goldbach Media owns 72.7% of ARBOmedia
Goldbach Ost GmbH, a 100% subsidiary of Goldbach Media Group today acquired the majority of shares in ARBOmedia AG, which is listed in Germany. Goldbach now holds 72.7%.
Goldbach Ost is legally obliged to make a public offer to ARBOmedia AG's shareholders. It is offering these shareholders the same price of E 9.80 in cash that it paid to the founding shareholders when it acquired the controlling majority. This offer price is about 47% higher than the volume-weighted average price over the previous thre months. Goldbach Ost has appointed Sal. Oppenheim jr. & Cie. KGaA to work on the offer.
"As the no. 1 provider of online marketing solutions, we want to profit from the accelerated growth potential in advertising and the generally high growth of East European markets," says Klaus Kappeler, CEO of Goldbach Media. "In the online business we expect a substantial increase in revenue in 2009 as well as a disproportionately large rise in EBIT from this region. We also want to move quickly into other attractive Eastern European markets where the Goldbach Media Group is not yet present, either through organic expansion or, if the right opportunities arise, through acquisitions."
" We are convinced that our online business will benefit from the competence and know-how of the Godbach Media Group" says Alexander Sigl, Chief Marketing and Sales Officer ARBOmedia. "This is why the Managent Board of ARBOmedia supports the share purchase offer by Godbach Media and recomments that the shareholders of ARBOmedia take advantage of it."
Information for investors, analysts and journalists . Telephone conference for media and analysts, today 16 September from 1 p.m. to 1.30 p.m. The CEO of Goldbach Media, Klaus Kappeler, and CFO Mario Hrastnig will explain the reasons for the acquisition. Analysts and investors who want to ask questions are asked to register by 12.45 p.m. by calling +41 91 610 56 00.
A presentation can be downloaded as a PDF file from www.goldbachmedia.ch . Media briefing, today 16 September 2008, 2.30 p.m. to 3.30 p.m. Presented by
o Klaus Kappeler, CEO Goldbach Media
o Mario Hrastnig, CFO Goldbach Media
o Dr. H. Albrecht, co-founder and co-owner of ARBOmedia
o Olaf F. Bergner, CFO ARBOmedia
at the SWX Convention Point in the SWX Swiss Stock Exchange, Selnaustrasse
30, 8001 Zurichend of announcement euro adhoc
Further inquiry note:
Paul Riesen
CMO Head of Marketing & Communications
Tel. +41 44 914 91 63
Mobile: +41 79 688 24 74
Fax: +41 44 914 93 60
paul.riesen@goldbachmedia.ch
Branche: Media
ISIN: CH0004870942
WKN: 487094
Index: SPI, SPIEX
Börsen: SWX Swiss Exchange / official dealing