Groupe Canal+ and the ITI Group have sold their majority stake in Poland’s largest broadcaster – the TVN Group – to US media group Scripps Networks Interactive. On the seller side, the ITI Group was advised by Weil, while the Groupe Canal+ was advised by Orrick and Dentons. Scripps Networks Interactive was advised by Latham & Watkins and Domanski Zakrzewski Palinka. Clifford Chance supported the target – TVN.
ITI Group and Canal+ Group announced on March 16 the sale of their controlling stake in TVN, Poland’s leading commercial broadcaster, to Southbank Media Ltd., London, a member of the Scripps Networks Interactive Inc. group. Under the terms of the transaction, N-Vision B.V., Amsterdam, which at completion will directly and indirectly hold a 52.7% controlling stake in TVN, will be acquired by Southbank Media Ltd, London, which is part of the Scripps Networks Interactive group of companies. The ITI Group press release informed that the total cash consideration payable to the ITI Group and Canal+ Group amounts to EUR 584 million. Southbank Media Ltd., London, will also assume the EUR 300 million 11%/12% Senior PIK Toggle Notes issued by Polish Television Holdings B.V. The transaction remains subject to regulatory approval. According to the Scripps Network Interactive press release on the deal, following completion, the company will launch a mandatory public tender offer to further increase its ownership interest in TVN, as required under Polish law.
Kenneth Lowe, Chairman, President and CEO of Scripps Networks Interactive said: “Poland is a vibrant media market with significant growth potential. TVN has an incredible portfolio of channels and services, and has delivered consistently strong creative and financial performance under the leadership of Markus Tellenbach. The business will be a strong addition to Scripps Networks Interactive, and we’re looking forward to working with the whole TVN team to achieve our significant ambitions in the region together.”
Markus Tellenbach, President and CEO of TVN added: “This is a credit to the hard work and commitment of every single employee of TVN in building one of the most successful media companies in Poland. Ken Lowe and the team at Scripps Networks Interactive understand the importance of the Polish market, and the value of developing compelling content that connects with consumers. We are delighted to be joining the Scripps Networks Interactive family, and we’re excited about developing and strengthening our business for many years to come.”
On the seller side, the Orrick team working on the deal was led by Corporate Partner Jinal Shah and included Tax Partner Ed Denny and Associates Katie Cotton, Emma Raleigh, Will Gay, and David Griffiths. Also advising Groupe Canal+ on the Polish aspects of the deal and some regulatory issues, the Dentons team consisted of Partner Pawel Grabowski, and Senior Associates Marceli Kasperkiewicz and Karol Laskowski. The Weil team assisting the ITI Group consisted of Pawel Rymarz, the Managing Partner of Weil’s Warsaw office, and included Partners Anna Frankowska, Robert Krasnodebski, and Iwona Her, assisted by Counsels Monika Kierepa and Joanna Petersen, and Associates Anna Blonska, Aleksandra Dobrzynska-Grezel, Jerzy Bombczynski, Marcin Plonka, Tomasz Bakowski, Piotr Fedorowicz, Ewa Podogrodzka, Jakub Leszczynski, Natalia Wolkowycka, Bartosz Szczepanski, Jerzy Rostworowski, Ellie Fialho, Marek Kanczew, Ian Ferreira, Oliver Walker, and James Jirtle.
On the buyer side, the Scripps Networks Group was represented by Latham & Watkins with a deal team led by New York Partner Adel Aslani-Far and London Partner Nick Cline, which also included Partner Sean Finn and Howard Rosenblatt, and Associates Andrew Clark, Cynthia Ip, Amy Watkins, and Tomas Nilsson. On local matters, DZP supported the buyer through a team consisting of Partners Krzysztof Zakrzewski and Magdalena Skowronska together with Counsels Wojciech Dziomdziora and Piotr Jackowski, Senior Associate Agata Mierzwa and Associate Maciej Zajda.
You can read a recent CEELM interview with Marek Szydlowski, General Counsel at TVN Group here.
Editorial Note: Van Campen Liem has also announced it is assisting ITI Group and Groupe Canal+ with the disposal of N-Vision B.V. The team advising on the deal includes Partners Cees Kersten, Edwin Liem, and Gesina van de Wetering, and Junior Legal Assistant Gert-Jan Smit.
On July 7, 2015, Domanski Zakrzewski Palinka announced that on July 1, “the ITI Group and Canal+ Group finalized the sale of a controlling stake in TVN SA to Southbank Media Ltd, owned by the US group Scripps Networks Interactive.” Simultaneously, according to DZP, “a new Supervisory Board was appointed, and its members include Krzysztof A. Zakrzewski, our Managing Partner.”
