Warsaw – KGHM Polska Miedź SA ("KGHM”) and Netia SA („Netia”) have signed a contingent binding agreement, based on which KGHM agreed to the sale of 100% of the shares of Telefonia DIALOG SA („Dialog”) to Netia.
On 29 September 2011, KGHM and Netia signed a contingent binding agreement for the sale of 100% of the shares of Dialog ("Agreement"). Until such time as all of the terms of the Agreement are fulfilled, KGHM will remain the sole shareholder of Dialog.
The price will be payable in cash. The implied Enterprise Value („Enterprise Value”) of Dialog amounts to PLN 890 million, representing the multiple of 6.4x the consolidated annualised EBITDA of the Dialog Group budgeted for the first half of 2011 in the amount of PLN 139 million. After including the net cash of Dialog as at 31 May 2011, the purchase price of the shares of Dialog is estimated at PLN 944 million, to which will be added annualised interest of 4.76% of the purchase price of the shares of Dialog from 31 May 2011 to the transaction closure date.
The transaction is subject to approval by the President of the Polish Office of Competition and Consumer Protection. Pursuant to the Agreement, approval must be obtained by the end of June 2012, otherwise the Agreement will cease to be in force, unless the Parties agree otherwise.
Commenting on the transaction, Herbert Wirth, President of KGHM, said: "We are satisfied with the results of the sale process, and are confident that the transaction will assist Dialog in its further development on the competitive telecoms market. The proceeds from the sale of Dialog will enable us to increase the scale of our investments in expanding our resource base and metallurgical capacity, as well as in the energy sector, in accordance with the strategy of KGHM."
Commenting on the transaction, Mirosław Godlewski, President of Netia, said: „Today's transaction represents the consistent realisation of the strategy to the year 2020 of Netia. The substantial increase in the potential of the Netia Group will enable us to enrich our company's offer, achieve optimal synergy and a position as the number 1 operator of on-line services in Poland."
Advisors
The sellers were advised in the transaction by Rothschild (transaction advisor) and by Gide Loyrette Nouel (legal counsel).
The buyers were advised in the transaction by Raiffeisen Investment in a consortium with Lazard and Rabobank M&A International (transaction advisors) and by Weil Gotshal Manges (legal counsel).
About KGHM
KGHM is one of the largest producers of copper and silver in the world, as well as one of the largest exporters in Poland. In 2010, KGHM earned a profit of over PLN 4.5 billion. Since 1997, the shares of KGHM have been traded on the Warsaw Stock Exchange.
About Netia
Netia S.A. is one of the largest, as well as one of the fastest-growing telecoms operators in Poland. The company provides comprehensive, integrated and user-friendly on-line services.