EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
CENTRAL
EUROPEAN MEDIA ENTERPRISES ACQUIRES KRSAK AND PPF MINORITY INTERESTS IN TV
NOVA
- 100%
INTEREST IN TV NOVA ACQUIRED AT 9.4 MULTIPLE OF 2004 EBITDA -
HAMILTON,
BERMUDA, June 1, 2005 -Central European Media Enterprises Ltd ("CME") (NASDAQ:
CETV) today announced that it has obtained title to the ownership interest of
Peter Krsak in CET 21 s.r.o. and completed the exercise of its call option on
the remaining interest of PPF in the TV Nova group. CET 21 holds the national
terrestrial broadcast license for TV Nova in the Czech Republic.
Subject
to the finalization of the transfer of two 1.25% interests in CET 21 to the TV
Nova group, CME will have acquired 100% of TV Nova. CME expects these transfers
to be completed once the consent of the Council of the Czech Republic for Radio
and Television Broadcasting has been obtained.
CME's
total investment (net of transaction fees of approximately $36.7 million) to
acquire the TV Nova group is $898 million, including $216.4 million paid in cash
to exercise the call option. At the beginning of May 2005, net debt at TV Nova
was approximately $32.3 million. For the twelve months ended December 31, 2004,
TV Nova Segment EBITDA was $99.4 million.
Michael
Garin, CME's CEO, commented, "TV Nova - the television network with the largest
all-day audience share in Europe - is a fantastic asset. We have acquired the
entire company at a multiple that is much lower than we were projecting when we
first announced our deal last December. We are also thrilled to have
successfully completed all three stages of the acquisition so quickly. The fact
that the Council for Radio and Television Broadcasting was able to give prompt
consideration to the transfer of Mr. Krsak's interest was instrumental to this
and we are looking forward to maintaining a constructive relationship with the
Council in the future".
Segment
EBITDA is a "non-GAAP financial measure". Segment EBITDA is determined as
segment net income/loss, which includes costs for program rights amortization,
before interest, taxes, depreciation and amortization of intangible assets. As
provided below, Segment EBITDA for TV Nova for the twelve months ended December
31, 2004 has been reconciled to net income from continuing operations derived
from the TV Nova combined financial statements for the period ended December 31,
2004, which have been audited in accordance with US GAAP.
Reconciliation
of TV Nova Segment EBITDA to
TV
Nova US GAAP audited financial statements
Twelve
months ended December 31, 2004
US$
'000
Net
income from continuing operations
55,044
Minority
interests and income taxes
29,653
Adjustments
for interest income and expense, foreign exchange (net) and other
income
8,020
Depreciation
and amortization
6,680
Segment
EBITDA
99,397
-
continued -
Page
2 of 2
Forward-Looking
and Cautionary Statements
This
press release contains forward-looking statements, including statements
regarding the expected completion of the acquisition of certain minority
interests. For these statements and all other forward-looking statements, we
claim the protection of the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are inherently subject to risks and uncertainties, many of which
cannot be predicted with accuracy or are otherwise beyond our control and some
of which might not even be anticipated. Future events and actual results,
affecting our strategic investment plan as well as our financial position,
results of operations and cash flows, could differ materially from those
described in or contemplated by the forward-looking statements. Important
factors that contribute to such risks include, but are not limited
to, the
receipt of necessary regulatory approvals, the receipt of other third party
consents, the rate of development of advertising markets in countries where we
operate, general market and economic conditions in these countries, the US and
Western Europe, the renewals of broadcasting licenses, the general regulatory
environment and compliance, the ability to acquire programming and the ability
to attract audiences.
Central
European Media Enterprises Ltd. (CME) is a TV broadcasting company with leading
stations in six Central and Eastern European countries reaching an aggregate of
approximately 90 million people. The Company's television stations are located
in Croatia (Nova TV), Czech Republic (TV Nova), Romania (PRO TV, Acasa, PRO
Cinema), Slovakia (Markiza), Slovenia (POP TV, Kanal A) and Ukraine (Studio
1+1). CME is traded on the NASDAQ under the ticker symbol "CETV".
For
additional information, please visit www.cetv-net.com or contact:
United
States:
United
Kingdom:
Jonathan
Lesko/Michael Smargiassi (Investors)
Olga
Shmuklyer (Press)
Brainerd
Communicators, Inc.
+1-212-986-6667
Wallace
Macmillan (Investors)
Vice
President Finance &
Chief
Financial Officer
+44-20-7430-5430

EX - 99 . 1 2 ex99 _ 1 . htm EXHIBIT 99 . 1 Exhibit 99 . 1 CENTRAL EUROPEAN MEDIA ENTERPRISES ACQUIRES KRSAK AND PPF MINORITY INTERESTS IN TV NOVA - 100 % INTEREST IN TV NOVA ACQUIRED AT 9 . 4 MULTIPLE OF 2004 EBITDA - HAMILTON , BERMUDA , June 1 , 2005 - Central European Media Enterprises Ltd ( " CME " ) ( NASDAQ : CETV ) today announced that it has obtained title to the ownership interest of Peter Krsak in CET 21 s . r . o . and completed the exercise of its call option on the remaining interest of PPF in the TV Nova group . CET 21 holds the national terrestrial broadcast license for TV Nova in the Czech Republic . Subject to the finalization of the transfer of two 1 . 25 % interests in CET 21 to the TV Nova group , CME will have acquired 100 % of TV Nova . CME expects these transfers to be completed once the consent of the Council of the Czech Republic for Radio and Television Broadcasting has been obtained . CME 's total investment ( net of transaction fees of approximately $ 36.7 million ) to acquire the TV Nova group is $ 898 million , including $ 216.4 million paid in cash to exercise the call option . At the beginning of May 2005 , net debt at TV Nova was approximately $ 32.3 million . For the twelve months ended December 31 , 2004 , TV Nova Segment EBITDA was $ 99.4 million . Michael Garin , CME 's CEO , commented , " TV Nova - the television network with the largest all - day audience share in Europe - is a fantastic asset . We have acquired the entire company at a multiple that is much lower than we were projecting when we first announced our deal last December . We are also thrilled to have successfully completed all three stages of the acquisition so quickly . The fact that the Council for Radio and Television Broadcasting was able to give prompt consideration to the transfer of Mr . Krsak 's interest was instrumental to this and we are looking forward to maintaining a constructive relationship with the Council in the future " . Segment EBITDA is a " non - GAAP financial measure " . Segment EBITDA is determined as segment net income / loss , which includes costs for program rights amortization , before interest , taxes , depreciation and amortization of intangible assets . As provided below , Segment EBITDA for TV Nova for the twelve months ended December 31 , 2004 has been reconciled to net income from continuing operations derived from the TV Nova combined financial statements for the period ended December 31 , 2004 , which have been audited in accordance with US GAAP . Reconciliation of TV Nova Segment EBITDA to TV Nova US GAAP audited financial statements Twelve months ended December 31 , 2004 US $ ' 000 Net income from continuing operations 55,044 Minority interests and income taxes 29,653 Adjustments for interest income and expense , foreign exchange ( net ) and other income 8,020 Depreciation and amortization 6,680 Segment EBITDA 99,397 - continued - Page 2 of 2 Forward - Looking and Cautionary Statements This press release contains forward - looking statements , including statements regarding the expected completion of the acquisition of certain minority interests . For these statements and all other forward - looking statements , we claim the protection of the safe harbor for forward - looking statements contained in the Private Securities Litigation Reform Act of 1995 . Forward - looking statements are inherently subject to risks and uncertainties , many of which can not be predicted with accuracy or are otherwise beyond our control and some of which might not even be anticipated . Future events and actual results , affecting our strategic investment plan as well as our financial position , results of operations and cash flows , could differ materially from those described in or contemplated by the forward - looking statements . Important factors that contribute to such risks include , but are not limited to , the receipt of necessary regulatory approvals , the receipt of other third party consents , the rate of development of advertising markets in countries where we operate , general market and economic conditions in these countries , the US and Western Europe , the renewals of broadcasting licenses , the general regulatory environment and compliance , the ability to acquire programming and the ability to attract audiences . Central European Media Enterprises Ltd . ( CME ) is a TV broadcasting company with leading stations in six Central and Eastern European countries reaching an aggregate of approximately 90 million people . The Company 's television stations are located in Croatia ( Nova TV ) , Czech Republic ( TV Nova ) , Romania ( PRO TV , Acasa , PRO Cinema ) , Slovakia ( Markiza ) , Slovenia ( POP TV , Kanal A ) and Ukraine ( Studio 1 + 1 ) . CME is traded on the NASDAQ under the ticker symbol " CETV " . For additional information , please visit www.cetv-net.com or contact : United States : United Kingdom : Jonathan Lesko / Michael Smargiassi ( Investors ) Olga Shmuklyer ( Press ) Brainerd Communicators , Inc . + 1 - 212 - 986 - 6667 Wallace Macmillan ( Investors ) Vice President Finance & Chief Financial Officer + 44 - 20 - 7430 - 5430