KKR announces public takeover offer for Axel Springer SE

London / Frank­furt a. M. / Hamburg — Traviata II S.à r.l., a holding company owned by funds advi­sed by Kohl­berg, Kravis & Roberts (KKR), today announ­ced a volun­t­ary public tender offer for the shares (ISIN: DE0005501357, DE0005754238) of Axel Sprin­ger SE (“Axel Sprin­ger”). Axel Sprin­ger is a media and tech­no­logy company active in more than 40 count­ries. The company has diverse media brands (e.g. BILD and WELT Group, Insi­der Inc., Politico.eu) and clas­si­fied ad portals (e.g. StepStone, SeLo­ger, Immo­welt). 71 percent of Axel Springer’s reve­nues and 84 percent of adjus­ted EBITDA came from digi­tal acti­vi­ties in the 2018 finan­cial year. The offer price will be 63 euros in cash per share. Accor­din­gly, Axel Sprin­ger share­hol­ders will receive a premium of 40 percent on the closing price on May 29, 2019 (EUR 45.10 per share), before Axel Sprin­ger confirmed nego­tia­ti­ons with KKR on a possi­ble stra­te­gic invest­ment via an ad hoc announcement.

KKR’s offer is inten­ded to enable a stra­te­gic invest­ment in Axel Sprin­ger, with the aim of support­ing the company’s stra­tegy in a part­ner­ship with Friede Sprin­ger and CEO Mathias Döpf­ner. Both hold a total of 45.4 percent of Axel Springer’s share capi­tal, directly and indi­rectly. They have agreed with KKR to form a consor­tium to jointly deve­lop the company, subject to the successful comple­tion of the public take­over bid. Friede Sprin­ger and Mathias Döpf­ner will not sell any shares held directly or indi­rectly by them as part of the public take­over offer. “Buil­ding lasting, trus­ting rela­ti­onships with compa­nies around the world is at the core of what we do at KKR. We have many years of expe­ri­ence working with entre­pre­neurs, fami­lies, CEOs and foun­ders who are looking for capi­tal and a stra­te­gic part­ner to help them realize their vision. We look forward to support­ing Axel Sprin­ger in its next steps,” said Johan­nes Huth, Part­ner and EMEA Head of KKR.

“Axel Sprin­ger has deve­lo­ped into a leading Euro­pean digi­tal company through successful digi­tal trans­for­ma­tion. In order to seize the oppor­tu­ni­ties arising from the very rapid trans­for­ma­tion of the media indus­try, Axel Sprin­ger now needs further orga­nic invest­ments and a consis­tent imple­men­ta­tion of its corpo­rate stra­tegy. We look forward to support­ing Axel Sprin­ger in meeting these chal­lenges in a long-term and sustainable way,” said Phil­ipp Freise, Part­ner and Head of KKR’s Euro­pean Invest­ment Team for Tech­no­logy, Media and Tele­com­mu­ni­ca­ti­ons. KKR,

Friede Sprin­ger and Mathias Döpf­ner have also concluded an inves­tor agree­ment with Axel Sprin­ger. This provi­des, subject to the commit­ments of the Manage­ment Board and the Super­vi­sory Board, that Axel Sprin­ger will support the Offer. Subject to the review of the offer docu­ment, the Execu­tive Board and the Super­vi­sory Board will recom­mend to the share­hol­ders of the Company to accept the offer. The inves­tor agree­ment also provi­des that Axel Springer’s jour­na­li­stic inde­pen­dence will be preser­ved. Axel Sprin­ger will remain a Euro­pean Stock Corpo­ra­tion (SE) in the future. The current members of Axel Springer’s Manage­ment Board will conti­nue to manage the company. The Super­vi­sory Board will conti­nue to consist of nine members under the leader­ship of the current Chair­man Ralph Büchi. Axel Springer’s current busi­ness envi­ron­ment is charac­te­ri­zed by rapidly chan­ging and compe­ti­tive markets.

KKR sees poten­tial to further deve­lop Axel Sprin­ger and streng­then the company’s market posi­tion. Toge­ther, Friede Sprin­ger, Mathias Döpf­ner and KKR intend to imple­ment stra­te­gic and opera­tio­nal initia­ti­ves that create long-term value, based on Axel Springer’s corpo­rate strategy.

“We look forward to working in part­ner­ship with Axel Springer’s excep­tio­nally strong and visio­nary team. KKR offers a global network and growth plat­form as well as more than 20 years of expe­ri­ence in the German market. This is the ideal foun­da­tion to help the company execute the next phase of its long-term growth plan,” said Chris­tian Ollig, Mana­ging Direc­tor and Head of Germany at KKR.

KKR has exten­sive expe­ri­ence in deve­lo­ping global market leaders in the media and tech­no­logy sectors, inclu­ding Bertelsmann/BMG, ProSiebenSat1, SBS Broad­cas­ting, Niel­sen, Train­line, Visma, Scout24 Switz­er­land, GfK, GetY­our­Guide, Sonos, GoDaddy and Tele München Gruppe/Universum.

The volun­t­ary public take­over offer is subject to various custo­mary market condi­ti­ons. These include regu­la­tory appr­ovals such as anti­trust, foreign trade and media control appr­ovals and the achie­ve­ment of a mini­mum accep­tance thres­hold of 20 percent of Axel Springer’s share capi­tal. This thres­hold was agreed as an appro­priate mini­mum share­hol­ding level between KKR, Friede Sprin­ger and Mathias Döpf­ner with regard to gover­nance rights to which KKR, as part of the consor­tium with Friede Sprin­ger and Mathias Döpf­ner, is to be entit­led upon successful comple­tion of the take­over offer.

The offer is finan­ced by KKR prima­rily from Euro­pean Fund V. KKR is supported by J.P. Morgan as finan­cial advi­sor and Unicre­dit as finan­cing bank.

The legal advi­sors are Fresh­fields Bruck­haus Derin­ger and Simpson Thacher & Bartlett.

The volun­t­ary public take­over offer will be made exclu­si­vely by means of an offer docu­ment which must be appro­ved by the German Fede­ral Finan­cial Super­vi­sory Autho­rity (BaFin). The offer docu­ment will be published after appr­oval by BaFin. At this time, the accep­tance period for the public take­over offer begins. The offer docu­ment and further infor­ma­tion on the public take­over offer will be published in accordance with the provi­si­ons of the German Secu­ri­ties Acqui­si­tion and Take­over Act (WpÜG) at http://www.traviata-angebot.de/.

About KKR
KKR is a leading global inves­tor that invests in diverse asset clas­ses, inclu­ding private equity, energy, infra­struc­ture, real estate, credit products and, through stra­te­gic part­ners, hedge funds. The focus is on gene­ra­ting attrac­tive invest­ment returns through a long-term and disci­pli­ned invest­ment approach, employ­ing highly skil­led profes­sio­nals, and crea­ting growth and value in invest­ment proper­ties. KKR invests its own capi­tal toge­ther with the capi­tal of its part­ners and opens up attrac­tive deve­lo­p­ment oppor­tu­ni­ties for third-party compa­nies through its capi­tal markets busi­ness. Refe­ren­ces to KKR’s invest­ments may also refer to the acti­vi­ties of funds mana­ged by KKR. More infor­ma­tion about KKR & Co. Inc. (NYSE: KKR), please visit the KKR website at www.kkr.com.

About Axel Springer
Axel Sprin­ger is a media and tech­no­logy company active in more than 40 count­ries. With the infor­ma­tion offe­rings of its diverse media brands (inclu­ding BILD, WELT, BUSINESS INSIDER, POLITICO Europe) and clas­si­fied ad portals (StepStone Group and AVIV Group), Axel Sprin­ger SE helps people to make free decis­i­ons for their lives. The trans­for­ma­tion from a tradi­tio­nal print media company to Europe’s leading digi­tal publisher is now successfully comple­ted. The next goal has been set: Axel Sprin­ger wants to become the world market leader in digi­tal jour­na­lism and digi­tal clas­si­fied ads through acce­le­ra­ted growth. The company is head­quar­te­red in Berlin and employs more than 16,300 people world­wide. In the 2018 finan­cial year, Axel Sprin­ger gene­ra­ted 71 percent of reve­nues and 84 percent of profit (adjus­ted EBITDA) from digi­tal activities.