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29 September 2011
Netia and KGHM signed an agreement for purchase of 100% shares in Telefonia DIALOG S.A.
Warsaw – KGHM Polska Miedź SA („KGHM”) and Netia SA („Netia”) executed a conditional agreement creating an obligation for KGHM to sell 100% of shares in Telefonia DIALOG S.A. (“Dialog”) to Netia.
On September 29, 2011, KGHM and Netia signed a conditional agreement to purchase 100% of shares in Dialog (the “Agreement”). Until the fulfillment of all terms stipulated in the Agreement, KGHM will remain the sole shareholder in Dialog.
The purchase price will be payable in cash. The implied Enterprise Value of Dialog Group amounts to PLN 890 million. Based on the first six months of 2011, the annualised consolidated EBITDA of Dialog for 2011 is estimated at PLN 139 million, which represents 6.4x multiple. After including the net cash balance of Dialog as of May 31, 2011, the purchase price of Dialog’s shares is estimated at PLN 944 million and will be increased by the interest accruing on the price at the rate of 4.76% per annum from May 31, 2011 until the transaction closing date.
The transaction is subject to the consent of the President of the Office of Competition and Consumer Protection (UOKiK). The Agreement will be terminated if the above condition precedent is not satisfied by June 30, 2012, unless the parties resolve otherwise.
Herbert Wirth, KGHM’s CEO, commented on the transaction: “We are satisfied with the results of the conducted sale process and believe that this transaction will allow Dialog to grow further on the competitive telecommunications market. The financial resources obtained from the sale of Dialog will facilitate the increased investments in development of our base of resources, metallurgy and energy sector, in line with KGHM’s strategy”.
Mirosław Godlewski, Netia’s CEO, commented: ”Today’s transaction results from consistent execution of Netia’s Strategy 2020. By significant increase of the Netia Group’s potential, we will be able to enrich further our product offering, obtain optimal synergies and become No. 1 on-line service operator in Poland.”
Advisors
The seller was advised on the Transaction by Rothschild (transaction advisor) and Gide Loyrette Nouel (legal advisor).
The buyer was advised on the Transaction by Raiffeisen Investment in consortium with Lazard and Rabobank M&A International (transaction advisors) and Weil, Gotshal & Manges (legal advisor).
About KGHM
KGHM is one of the largest world producers of copper and silver, and also one of the largest exporters in Poland. KGHM’s profit for 2010 amounted to over 4.5 billion PLN. KGHM is listed on the Warsaw Stock Exchange sine 1997.
http://www.kghm.pl
About Netia
Netia is one of the largest and fastest growing telecommunications operators in Poland. It provides complex, integrated and user friendly on-line solutions.
http://www.netia.pl
On September 29, 2011, KGHM and Netia signed a conditional agreement to purchase 100% of shares in Dialog (the “Agreement”). Until the fulfillment of all terms stipulated in the Agreement, KGHM will remain the sole shareholder in Dialog.
The purchase price will be payable in cash. The implied Enterprise Value of Dialog Group amounts to PLN 890 million. Based on the first six months of 2011, the annualised consolidated EBITDA of Dialog for 2011 is estimated at PLN 139 million, which represents 6.4x multiple. After including the net cash balance of Dialog as of May 31, 2011, the purchase price of Dialog’s shares is estimated at PLN 944 million and will be increased by the interest accruing on the price at the rate of 4.76% per annum from May 31, 2011 until the transaction closing date.
The transaction is subject to the consent of the President of the Office of Competition and Consumer Protection (UOKiK). The Agreement will be terminated if the above condition precedent is not satisfied by June 30, 2012, unless the parties resolve otherwise.
Herbert Wirth, KGHM’s CEO, commented on the transaction: “We are satisfied with the results of the conducted sale process and believe that this transaction will allow Dialog to grow further on the competitive telecommunications market. The financial resources obtained from the sale of Dialog will facilitate the increased investments in development of our base of resources, metallurgy and energy sector, in line with KGHM’s strategy”.
Mirosław Godlewski, Netia’s CEO, commented: ”Today’s transaction results from consistent execution of Netia’s Strategy 2020. By significant increase of the Netia Group’s potential, we will be able to enrich further our product offering, obtain optimal synergies and become No. 1 on-line service operator in Poland.”
Advisors
The seller was advised on the Transaction by Rothschild (transaction advisor) and Gide Loyrette Nouel (legal advisor).
The buyer was advised on the Transaction by Raiffeisen Investment in consortium with Lazard and Rabobank M&A International (transaction advisors) and Weil, Gotshal & Manges (legal advisor).
About KGHM
KGHM is one of the largest world producers of copper and silver, and also one of the largest exporters in Poland. KGHM’s profit for 2010 amounted to over 4.5 billion PLN. KGHM is listed on the Warsaw Stock Exchange sine 1997.
http://www.kghm.pl
About Netia
Netia is one of the largest and fastest growing telecommunications operators in Poland. It provides complex, integrated and user friendly on-line solutions.
http://www.netia.pl