30 Jun 2014 07:28
GRUPO CLARIN S.A.
Grupo Clarín Considers Offers Relating to Units 4, 5 and 6
On 27 June 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had held a meeting where it acknowledged and considered, among other things, irrevocable offers received from third parties for the purchase of Units 4, 5 and 6 under the Plan to Conform the Company to the Audiovisual Communication Services Law
Attached as Exhibits A, B, C, and D are free translations of the minutes of the meeting of the Board of Directors the Company of 27 June 2014 and the minutes of the meetings of the Boards of Directors 26 June 2014 of the Company's subsidiaries Radio Mitre S.A., Bariloche TV S.A. and Arte Radiotelevisivo Argentino S.A., respectively.
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
EXHIBIT A
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 276: In the City of Buenos Aires, on the 27th day of the month of June 2014, at 18.30 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 174, Federal Capital, with the presence of Messrs. Directors Alejandro Alberto Urricelqui, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Sebastián Salaber, Luis María Blaquier and of the undersigned members of the Supervisory Committee. The Chairman opens the meeting and submits the first point of the agenda to the consideration of those present: 1) Approval of the decisions adopted by the subsidiaries within the framework of the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law. Consideration of the Irrevocable Offers received for Units No. 5 and 6. The Chairman speaks and states that the subsidiaries have held several meetings of their boards of directors, within the framework of their powers, whereby they had acknowledged various irrevocable offers received by the subsidiaries for the sale of the assets corresponding to Units 5 and 6 (the "Irrevocable Offers"). Next, the Directors of the subsidiaries that have acknowledged the offers, present their details, terms and conditions so that this Board of Directors is in a position to consider them and, eventually, to consider that their terms are commercially acceptable and communicate such circumstance to the Offerors pursuant to the conditions that such Offerors imposed and in that way also protect the duration of offers that were received. After a broad exchange of opinions, the Directors decide unanimously: (i) to approve the actions of the Directors of the subsidiaries in connection with the negotiation of the Irrevocable Offers, (ii) to approve the terms of such Irrevocable Offers, pursuant to the Plan to Conform the Company to the Audiovisual Communication Services Law, as decided by the Company at the General Extraordinary Shareholders' Meeting of 20 march 2014-and subject to what the shareholders of the Company may eventually decide, at the also extraordinary shareholders' meeting called for next 30 June-, (iii) pursuant to the Irrevocable Offers, to communicate this acceptance to the subsidiaries so that they may so communicate [the Offers] to the Offerors for whatever purpose may correspond, (iv) because these are decisions that are instrumental to the Plan to Conform the Company to the Audiovisual Communication Services Law, to make this decision known to the shareholders, regulatory authorities, and the general public as a relevant event, and (v) to disclose, together with these minutes, the respective minutes of the meetings of the boards of directors of the respective subsidiaries that include the detailed information corresponding to the Irrevocable Offers that had been received. Next, the Chairman submits the second point of the agenda: 2) Acknowledgment of the Purchase and Sale Options executed by and between Inversora de Eventos S.A. and Arte Radiotelevisivo Argentino S.A. Mr. Urricelqui speaks and states that on the previous day and within the framework of the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law by Arte Radiotelevisivo Argentino S.A. ("ARTEAR")-which must divest some of its assets-Inversora de Eventos S.A. ("IESA"), a subsidiary of the Company-which in order to group together the assets and business of Unit 4 under the Plan to Conform the Company to the Audiovisual Communication Services Law-has informed the Company that on the previous day it had received from ARTEAR and accepted (i) one Irrevocable Purchase and Sale Option for the following television signals owned by ARTEAR: El Trece Satelital, Magazine, Volver and Quiero Música en mi Idioma (the "Signal Purchase and Sale Option") and (ii) an Irrevocable Purchase and Sale Option for ARTEAR's participation in Canal Rural Satelital S.A., representing 24.9996% of the equity and votes in that company (the "Share Purchase and Sale Option", and together with the Signal Purchase and Sale Offer, the "Options")-copies of which were distributed among Directors in sufficient advance for their corresponding analysis. The signals and shares under the Options are part of the business and assets projected for Unit 4 of the Plan to Conform the Company to the Audiovisual Communication Services Law. Therefore, the Board of Directors resolves unanimously to acknowledge the Options and the actions of IESA and ARTEAR in that regard. Next, the third point of the Agenda is that submitted for consideration of the Board of Directors: 3) Consideration of two Offers received for Unit 4º of the Plan to Conform the Company to the Audiovisual Communication Services Law, received from Editorial Perfil S.A. and 34 SOUTH MEDIA LLC. Next, the Chairman speaks and states that on 16 June of this year the Company received an offer from Editorial Perfil S.A. ("Perfil") for the acquisition of the signals Magazine and Quiero Música en mi Idioma at a price of US$3,000,000. Next the Chairman states that the Offer-which was circulated to the Directors prior to this meeting for due analysis-contemplates the transfer of working capital for US$814,000 that, if not transferred, could be deducted from the abovementioned purchase price, resulting in a net price of US$2,186,000. The Chairman notes that in order to comply with the instructions of the shareholders at the Extraordinary Shareholders' Meeting of 20 March, the Company will have to sell Unit 4 as a whole, while the proposal of Editorial Perfil contemplates the acquisition of only two signals (Quiero and Magazine) representing less than 10% of the sales of that Unit. Mr. Urricelqui speaks and states that on 26 June of this year, the Company and GC Minor S.A. received an irrevocable offer from 34 SOUTH MEDIA LLC-a company organised in the State of Delaware, United States of America-for the acquisition of all Unit Nº 4, comprising 100% of the shares of IESA and the Options under point 2, above (the "Irrevocable Offer"). Next the Chairman states that the Irrevocable Offer--which was circulated to the Directors prior to this meeting for due analysis-is subject to the following main terms and conditions: Offeror: 34 SOUTH MEDIA LLC, with its address at 430 Park Ave. 5th Floor, New York (10002), USA. The company belongs to Mr. Alexander Silverman, a citizen of the United States who possesses broad experience as investor in media and entertainment companies. The members in charge of management are Alexander Silverman and Miguel El Haiek, interchangeably. In turn, the company will have as advisor Mr. Raúl Jacinto Naya (current majority shareholder of Canal Rural Satelital S.A.). Transaction: Acquisition of all the shares issued by Inversora de Eventos S.A. ("IESA") representing 100% of the capital stock and votes of that company, assuming that IESA is the holder of purchase options under the conditions indicated below in order to acquire from ARTEAR: (i) the television signals El Trece Satelital, Magazine, Quiero Música en mi Idioma and Volver (collectively, the "Signals") and (ii) shares representing 24.999.613% of the capital stock and votes of Canal Rural Satelital S.A. Closing: Closing will occur on the tenth business day counted as from the fulfilment of the last of all Conditions Precedent. Price and Form of Payment: The aggregate Price offered for Unit No. 4 is of US$ 31,500,000 (United States dollars thirty one million five hundred thousand), plus a possible price adjustment in the claims against AFA are ever collected. Offerors allocate the Price as follows: (A) US$ 21,800,000 for the shares representing 100% of the capital stock and votes of IESA, payable (i) US$ 6,540,000 on the Closing date, in United States dollars, in freely available funds in a foreign bank account to be indicated by the transferors, and (ii) three equal and consecutive annual instalments of US$ 5,086,666.66 each, plus interest on outstanding principal accruing at a rate of 5% per annum, with the first instalment due on the first anniversary of the Closing date. (B) US$ 9,200,000 for the signals, payable (i) US$ 2,760,000 on the Closing date, and (ii) three equal and consecutive annual instalments of US$ 2,144,666.66 each, plus interest on outstanding principal accruing at a rate of 5% per annum, with the first instalment due on the first anniversary of the Closing date. (C) US$500,000 for the shares representing 24.999613% of the capital stock and votes of Canal Rural Satelital S.A., payable (i) US$ 150,000 on the Closing Date, and (ii) three equal and consecutive annual instalments of US$ 116,666.66 each, plus interest on outstanding principal accruing at a rate of 5% per annum, with the first instalment due on the first anniversary of the Closing date. TSC Purchase Price Adjustment: Given that on 15 June 2010 Televisión Satelital Codificada S.A. ("TSC") brought a claim against the Argentine Football Association ("AFA") for the fulfilment of a contract and damages that is currently pending (the "Claim against AFA"), the TSC Purchase Price Adjustment means a sum equal to 33.33% (thirty three point thirty three per cent) of the collections and/or benefits received by TSC deriving directly from the Claim against AFA (net of income tax), with prior deduction of the pro rata expenses, costs, fees and professional fees incurred in connection with such claim, regardless of whether the lawsuit ends with a final judgment in favour of TSC or a settlement between AFA and TSC. The TSC Price Adjustment will be paid by the Assignees to the Assignors no later than 30 (thirty) days after the collections and/or benefits derived from the Claim against AFA are collected by TSC. TRISA Purchase Price Adjustment: Given that Tele Red Imagen S.A. was the owner of the exclusive broadcasting rights for all matches corresponding to the National B tournament organised by AFA pursuant to an agreement that was duly executed by TRISA, Torneos y Competencias S.A. and AFA, which was terminated untimely by AFA, and that on that account TRISA is evaluating the filing of a claim against AFA for the fulfilment of that contract and/or damages, the TRISA Purchase Price Adjustment means a sum equal to 33.33% (thirty three point thirty three per cent) of the collections and/or benefits received by TRISA deriving directly from the Claim against AFA (net of income tax), with prior deduction of the pro rata expenses, costs, fees and professional fees incurred in connection with such claim, regardless of whether the lawsuit ends with a final judgment in favour of TRISA or a settlement between AFA and TRISA. The TRISA Price Adjustment will be paid by the assignees to the assignors no later than 30 (thirty) days after the collections and/or benefits derived from the Claim against AFA are collected by TRISA. Conditions Precedent: The Offer is subject to the fulfilment on or before 12/31/2014 of all of the following conditions precedent: (i) That AFSCA and the other oversight agencies that may correspond approve the transfer of the shares and other assets under this Offer, including the approval of the admissibility conditions of the Offerors. (ii) That there are no laws and/or administrative and/or court orders restraining, prohibiting, amending, altering, conditioning or rendering illegal the Transaction that is the object of the Offer. (iii) That as of the Closing date the right if IESA to acquire from ARTEAR the Signals and the shares representing 24.999613% of the capital stock and votes of Canal Rural S.A. continue to be in effect. Duration of the Offer: If the Offer is considered admissible and is preliminarily accepted by the Board of Directors of the Company, it shall remain open until 31 December 2014. Acceptance of the Offer: If the shareholders of Grupo Clarín S.A. and the Board of Directors of GC Minor S.A. decide to accept the Offer definitively, such Offer shall be binding on both the Assignees and the Offerors. Security: First degree pledge over 100% of the Shares of IESA and over 100% of the membership interests of 34 South Media, LLC, until full payment of the Purchase Price. Covenants: Certain restrictions to protect the credit rights of Grupo Clarín S.A. and GC Minor S.A. will apply on IESA and the offerors, including: (i) limitations on the use of dividends to pay the price balance, (ii) limitation of the incurrence of financial indebtedness, except in the case of IESA and or its subsidiaries, which may incur indebtedness of a maximum aggregate amount not exceeding 20% of each company's Shareholders' Equity, (iv) limitation on the creation of pledges and mortgages, except to guarantee commercial operations in the ordinary course of business, and not exceeding, in aggregate, US$ 1,000,000, (v) all transactions between IESA and its controlling or controlled companies or companies under common control with IESA shall be at arms' length. Liabilities: The Purchase of the Shares of IESA shall occur under the economic, financial, fiscal and legal conditions in which the Shares of IESA will be as of the Closing date, provided however that as of that date IESA shall have cancelled all of the indebtedness with shareholders and shall have no commercial debt in excess of that reflected in the Financial Statements as of 3/31/2014. The Purchase of the IESA shares shall be for the assignees free and clear of any liability for the existence of any certain or contingent liabilities arising from causes of claims dating from before the Closing date that has not been duly registered in the audited Financial Statements as of 3/31/2014. Cash: As of the Closing date, the cash balance of IESA, understood as its holdings of cash, bank deposits and current and non-current financial investments, shall be of at least Ps. 100,000 (pesos one hundred thousand). Working Capital: As of the Closing date the working capital of IESA, understood as current assets minus current liabilities, without taking into account cash or financial indebtedness, shall be at least equal to the amount stated in the audited financial statements as of 3/31/2014. Purchase Option: The Offerors grant Grupo Clarín S.A. the exclusive, firm and irrevocable right to purchase up to all of the Shares of IESA in one or several successive transactions. The Purchase Option may be exercised by Grupo Clarín S.A. (or its assignee) in one or more successive fiscal years, during the 3 (three) years following the Closing date. This term may be extended by up to 3 (three) additional years. The price for all of the Shares of IESA shall be offered by Grupo Clarín S.A. and if not accepted by the Offerors, the parties shall request Banco Santander, Banco Itaú, or another appraiser selected with the agreement of both parties, to appraise the Shares of IESA. Right of First Refusal: Upon expiration of the Purchase Option, Grupo Clarín S.A. will have a Right of First Refusal for the acquisition of 100% of the Shares of IESA, exercisable by Grupo Clarín S.A. by matching any offer that the Assignees may have received for such Shares and accepted subject to the exercise of the Right of First Refusal. Next, Mr. Urricelqui states that the Board of Directors of the Company has engaged Banco Itaú-BBA to analyse the Irrevocable Offer and issue an independent opinion with respect to the Irrevocable Offer's financial conditions for Grupo Clarín S.A. (the "Fairness Opinion"). Today, the Company received the Fairness Opinion from Banco Itaú-BBA, where that entity states that the economic conditions of the transaction described in the Irrevocable Offer are fair to Grupo Clarín S.A. from a financial standpoint. After discussing the appraisal of Unit Nº 4, the business perspectives of that unit and the conditions of the Irrevocable Offer, the Board of Directors decides unanimously to approve the Irrevocable Offer of 34 SOUTH MEDIA LLC subject to the final approval by the shareholders at the Shareholders' Meeting to be held next 30 June of this year. Given that the Company has learned of the existence of certain precedents ordered by AFSCA that would allow [the Company] to reconsider and/or amend partially the proposal that was submitted in connection with the closed television signals held indirectly by the Company within the framework of the Plan to Conform the Company to the Audiovisual Communication Services Law that was declared formally admissible pursuant to Resolution No. 193/AFSCA/2014, the Chairman requests Dr. Milagros Páez, present at the meeting, to explain to those present, as counsel to the Company, the reasons why the Company could reconsider the original proposal. Dr. Milagros Páez indicates that in the voluntary proposal to conform the Company to the Audiovisual Communication Services Law approved pursuant to Resolution No. 193/AFSCA/2014 the Company stated under the heading XVI "REQUEST FOR EQUAL TREATMENT PURSUANT TO ARTICLE 16 OF THE NATIONAL CONSTITUTION. RESERVATION OF THE RIGHT TO AMEND THE PROPOSAL", in the form of a reservation: "The Proposal to Conform the Company to the Audiovisual Communication Services Law responds to what my principal understands arises clearly from the regime that governs the ownership of multiple licenses and the admissibility conditions set forth under Law No. 26,522. However, and in the event that this Authority shall allow and/or authorise the application of a more favourable interpretation of the law with respect to any other licensee and/or registered party, my principles reserve the express right to amend the submitted Proposal to Conform the Company to the Audiovisual Communication Services Law in order to apply the same interpretation in the same way for their final benefit. Specifically, we request that my principals be granted equal treatment pursuant to Article 16 of the National Constitution and to the recommendations made by the Supreme Court in the abovementioned decision." Now, as the Chairman pointed out, the Company has learned of the existence of certain precedents ordered by AFSCA that would allow [the Company] to reconsider and/or amend partially the proposal that was submitted in connection with the closed television signals held indirectly by the Company in such a way that once the transfer in favour of IESA of the registered signals El Trece Satelital, Volver, Magazine and Quiero Música en mi Idioma, as well as the equity participation that ARTEAR currently has in Canal Rural Satelital S.A. has occurred, it would not then be necessary to transfer the shares of IESA to a third party, in the understanding that the [regulatory] control over the ownership the registrations extends to the audiovisual communication services licensee and not to its shareholders. Therefore, Dr. Páez states that the Company could make a filing with the AFSCA requesting that Authority to confirm the abovementioned criterion, so that AFSCA may confirm to the Company that the limitations of Section 45, subsection 3) of the LSCA apply only to the audiovisual communication service licensees that are the owners of the closed television signal registrations and not to their shareholders and/or owners of the closed television signal registrations (the latter when they are not licensees). The confirmation of the existence of the precedents that have come to the knowledge of the Company, would allow the Company to rectify and/or reformulate its proposal to conform itself to the Audiovisual Communication Services Law. The Chairman speaks and on the basis of the explanation of the Company's counsel, motions specifically that the Company consult with the Shareholders at the Extraordinary Shareholders' Meeting of next 30 June, with respect to making or not making the filing with AFSCA along the lines indicated above. The motion is submitted to a vote and is approved unanimously. With no further matters to discuss, the meeting is adjourned at 20.00 hours.
SIGNORS: Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet,Lorenzo Calcagno, Alberto César Menzani, Sebastián Salaber, Luis María Blaquier, Carlos Alberto Pedro Di Candia and Pablo San Martin.
EXHIBIT B
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors: In the City of Buenos Aires, on the 26th day of the month of June 2014, at 13.00 hours, the Board of Directors Radio Mitre S.A. (the "Company") meets at the Company's headquarters located at calle Mansilla 2668, 3rd Floor of this City, with the presence of the undersigned Directors and members of the Supervisory Committee. The Chairman opens the meeting and submits the only point of the agenda to the consideration of those present: Acknowledgment of the receipt of Irrevocable Offers for the acquisition of the Broadcasting Services owned by the Company. The Chairman speaks and states that as is known by the Directors, given that the Plan to Conform the Company to Audiovisual Communication Services Law No. 26,522 filed by the Company together with other companies (including Grupo Clarín S.A.) was declared formally admissible by the Audiovisual Communication Services Law Federal Enforcement Authority ("AFSCA") on 18 February 2014 pursuant to Res. 193/AFSCA/2014, the Company must divest some of its assets to group them with other businesses and assets in the so-called "Unit 5", as such unit is identified under said Plan. The Chairman states that within the above framework, the Company has received from different offerors, irrevocable offers for the acquisition of different broadcasting services owned by the Company, namely: (A) FIRM AND IRREVOCABLE OFFER FOR THE ACQUISITION OF THE SOUND BROADCASTING SERVICE BY FREQUENCY MODULATION IN SAN MIGUEL DE TUCUMÁN; (B) FIRM AND IRREVOCABLE OFFER TO FOR THE ACQUISITION OF THE SOUND BROADCASTING SERVICE BY FREQUENCY MODULATION IN SANTA FE; (C) FIRM AND IRREVOCABLE OFFER TO FOR THE ACQUISITION OF THE SOUND BROADCASTING SERVICE BY FREQUENCY MODULATION IN SAN CARLOS DE BARILOCHE; and (D) FIRM AND IRREVOCABLE OFFER TO FOR THE ACQUISITION OF THE SOUND BROADCASTING SERVICE BY FREQUENCY MODULATION IN BAHÍA BLANCA, copies of which were distributed to the Directors prior to this meeting (the "Offers"). The Chairman goes on to state that the broadcasting services that are subject to the Offers are an integral part of the business and assets projected for "Unit 5", as such unit is identified under the abovementioned Plan. The Chairman continues and states that the main terms and conditions of the Offers are the ones mentioned below, and explains that terms that are not defined herein are defined in the Offers: (A) FIRM AND IRREVOCABLE OFFER FOR THE ACQUISITION OF THE SOUND BROADCASTING SERVICE BY FREQUENCY MODULATION IN SAN MIGUEL DE TUCUMÁN: in accordance to its main terms and conditions: (I) the offer letter is sent by Mr. Facundo Soler Valls, ID No. 18,185,275 (the "Offeror"), who made a binding, firm and irrevocable offer (the "Offer") for the acquisition of the sound broadcasting service by frequency modulation, in the frequency of 99.5 Mhz, Channel 258, Category "C" of the city of San Miguel de Tucumán, Province of Tucumán, awarded in favour of RMSA pursuant to Resolution No. 1325-CFR/99 (the "Tucumán Broadcasting Service"). (II) The assignment, sale and transfer of the Tucumán Broadcasting Service will be subject to the fulfillment on or before 31 December 2014-or upon expiration of any extension of this term, should the Company extend it for up to 180 days-of all of the following Conditions Precedent: (i) That AFSCA and the other oversight agencies that may correspond approve the transfer of the Tucumán Broadcasting Service, including but not limited to the approval of the admissibility conditions of the Offerors required by the Audiovisual Communication Services Law to be a licensee of the audiovisual communications service that is the object of the Offer; and (ii) that there are no laws and/or administrative and/or court orders restraining, prohibiting, amending, altering, conditioning or rendering illegal the assignment, sale and transfer of the Tucumán Broadcasting Service under the conditions set forth in the Offer. (III) The Offer shall remain open from 24 June 2014 to 20 August 2014 (the "Offer Period"), notwithstanding which, if on or before that date the Company shall communicate to the Offeror that the Offer has been considered admissible by the Board of Directors of Grupo Clarín S.A. and accepted preliminarily for the purpose of its subsequent treatment at the shareholders' meeting of Grupo Clarín S.A. that will consider and decide on the manner, form and conditions for the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law (the "Pre-Acceptance"), the Offer shall be automatically extended for an additional period that will expire 10 (ten) business days after the close of the abovementioned Grupo Clarín S.A. shareholders' meeting. Additionally, no later than 5 (five) business days after the receipt of the Pre-Acceptance notice, the Offeror shall pay the Company, as an advance on the Price, 10% of the Price (the "Advance"), which shall be taken by the Company as part of the payment of the Price at Closing. If the Closing shall not occur-for any reason not attributable to the Offeror-the Company will reimburse the Advance to the Offeror, with no interest, no later than 10 business days after the date on which the parties have certainty that the Closing will not occur. (IV) In the event of a Pre-Acceptance, Offeror shall have the right to match any better third party offer that the Company may receive for the Tucumán Broadcasting Service, and to acquire it with preference over any third party, during the time between Pre-Acceptance and the date of the shareholders' meeting of Grupo Clarín S.A. that will consider its possible final acceptance. (V) The Offer shall be deemed accepted y the Company if the shareholders of Grupo Clarín S.A., at the abovementioned shareholders' meeting shall decide to accept the Offer definitively, and the Company shall send the Offeror written notice stating unequivocally its intention to assign, sell and transfer the Tucumán Broadcasting Service under the terms and conditions of the Offer (the "Acceptance"). As from Acceptance, the Offer shall be binding on both the Company and the Offeror, and its execution will only be subject to the effective occurrence of the Conditions Precedent. At Closing, the parties will execute all the final instruments necessary to consummate the assignment, sale and transfer of the Tucumán Broadcasting Service. If the Company shall not accept the Offer in due time and form, the Offer shall be automatically cancelled, extinguished and rendered without effect, and neither party shall be subject to any obligation, except for the Company's obligation to reimburse the Advance to the Offeror. (VI) If the Offer is accepted, as of the Closing Date the Company and the Offeror shall perform the acts necessary for the firm agreement on the assignment, sale and transfer of the Tucumán Broadcasting Service in favour of the Offeror pursuant to the terms and conditions of the Offer (the "Assignment"). (VII) The Price offered for the Assignment of the Tucumán Broadcasting Service is of Ps. 1,000,000 (pesos one million), payable as follows: (i) Ps. 100,000 (one hundred pesos) as Advance, no later than 5 (five) business days after receipt by the Offeror of notice of Pre-Acceptance of the Offer; (ii) Ps. 75,000 (pesos seventy five thousand) on the Closing date, and (iii) the balance of Ps. 825,000 (Pesos eight hundred twenty five thousand) shall be payable with 11 (eleven) equal, monthly and consecutive checks. (VIII) the Offer sets as closing date the tenth business day as from the fulfilment of all Conditions Precedent (the "Closing"), at the time and place that the Company shall notify the Offeror in writing, to carry out the acts necessary to perfect the Assignment of the Tucumán Broadcasting Service. Among other Acts, at Closing the Company and the Offeror shall agree on the terms and conditions under which the Company will make available to the Offeror programming to broadcast through the Broadcasting Service. (IX) The Assignment of the Tucumán Broadcasting Service shall be made at the economic, financial, equity, fiscal, legal and regulatory conditions in which such service is at Closing. (X) Offeror undertakes to carry out at its own risk, within applicable terms, all the notices and/or filings with the authorities or governmental agencies that may result necessary (especially with AFSCA) on account or in connection with the Offer. (B) FIRM AND IRREVOCABLE OFFER TO FOR THE ACQUISITION OF THE SOUND BROADCASTING SERVICE BY FREQUENCY MODULATION IN SANTA FE: in accordance to its main terms and conditions: (I) the offer letter is sent by PRENSA Y MEDIOS SANTAFESINOS DEL SUR S.A.-CUIT No. 33-71444930-9-, represented by its shareholder and director Mr. Ariel Echeverría, ID No. 18,538,332 (the "Offeror"), who made a binding, firm and irrevocable offer (the "Offer") for the acquisition of the sound broadcasting service by frequency modulation, in the frequency of 99.3 Mhz, Channel 257, Category "C" of the city of Santa Fe, Province of the same name, awarded in favour of RMSA pursuant to Resolution No. 952/COMFER/00 (the "Santa Fe Broadcasting Service"). (II) The assignment, sale and transfer of the Santa Fe Broadcasting Service will be subject to the fulfillment on or before 31 December 2014-or upon expiration of any extension of this term, should the Company extend it for up to 180 days-of all of the following Conditions Precedent: (i) That AFSCA and the other oversight agencies that may correspond approve the transfer of the Santa Fe Broadcasting Service, including but not limited to the approval of the admissibility conditions of the Offerors required by the Audiovisual Communication Services Law to be a licensee of the audiovisual communications service that is the object of the Offer; and (ii) that there are no laws and/or administrative and/or court orders restraining, prohibiting, amending, altering, conditioning or rendering illegal the assignment, sale and transfer of the Santa Fe Broadcasting Service under the conditions set forth in the Offer. (III) The Offer shall remain open from 24 June 2014 to 20 August 2014 (the "Offer Period"), notwithstanding which, if on or before that date the Company shall communicate to the Offeror that the Offer has been considered admissible by the Board of Directors of Grupo Clarín S.A. and accepted preliminarily for the purpose of its subsequent treatment at the shareholders' meeting of Grupo Clarín S.A. that will consider and decide on the manner, form and conditions for the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law (the "Pre-Acceptance"), the Offer shall be automatically extended for an additional period that will expire 10 (ten) business days after the close of the abovementioned Grupo Clarín S.A. shareholders' meeting. Additionally, no later than 5 (five) business days after the receipt of the Pre-Acceptance notice, the Offeror shall pay the Company, as an advance on the Price, 25% of the Price (the "Advance"), which shall be taken by the Company as part of the payment of the Price at Closing. If the Closing shall not occur-for any reason not attributable to the Offeror-the Company will reimburse the Advance to the Offeror, with no interest, no later than 10 business days after the date on which the parties have certainty that the Closing will not occur. (IV) In the event of a Pre-Acceptance, Offeror shall have the right to match any better third party offer that the Company may receive for the Santa Fe Broadcasting Service, and to acquire it with preference over any third party, during the time between Pre-Acceptance and the date of the shareholders' meeting of Grupo Clarín S.A. that will consider its possible final acceptance. (V) The Offer shall be deemed accepted y the Company if the shareholders of Grupo Clarín S.A., at the abovementioned shareholders' meeting shall decide to accept the Offer definitively, and the Company shall send the Offeror written notice stating unequivocally its intention to assign, sell and transfer the Santa Fe Broadcasting Service under the terms and conditions of the Offer (the "Acceptance"). As from Acceptance, the Offer shall be binding on both the Company and the Offeror, and its execution will only be subject to the effective occurrence of the Conditions Precedent. At Closing, the parties will execute all the final instruments necessary to consummate the assignment, sale and transfer of the Santa Fe Broadcasting Service. If the Company shall not accept the Offer in due time and form, the Offer shall be automatically cancelled, extinguished and rendered without effect, and neither party shall be subject to any obligation, except for the Company's obligation to reimburse the Advance to the Offeror. (VI) If the Offer is accepted, as of the Closing Date the Company and the Offeror shall perform the acts necessary for the firm agreement on the assignment, sale and transfer of the Santa Fe Broadcasting Service in favour of the Offeror pursuant to the terms and conditions of the Offer (the "Assignment"). (VII) The Price offered for the Assignment of the Santa Fe Broadcasting Service is of US$150,000 (United States dollars one hundred fifty thousand), payable as follows: (i) US$37,500 (United States dollars thirty seven thousand five hundred) as Advance, no later than 5 (five) business days after receipt by the Offeror of notice of Pre-Acceptance of the Offer, and (ii) the balance of US$112,500 (United States dollars one hundred twelve thousand five hundred) on the Closing date (the "Price Balance"). The Offeror may cancel the Price Balance by delivering to the Company the amount of pesos, or whatever currency may replace them, sufficient to acquire the number of public debt or any other public security of the Republic of Argentina, of any series, at the Company's option, such that sold in the Buenos Aires Market, or any Foreign Stock Exchange or Market-always at the Company's choice-that will allow the Company to obtain the cash United States Dollars sufficient and equivalent to the obligation to be cancelled by the Offeror, free of any expenses, taxes, travel, commissions or other expenses that may apply and that-should they exist-which shall be entirely borne by the Offeror. (VIII) the Offer sets as closing date the tenth business day as from the fulfilment of all Conditions Precedent (the "Closing"), at the time and place that the Company shall notify the Offeror in writing, to carry out the acts necessary to perfect the Assignment of the Santa Fe Broadcasting Service. Among other Acts, at Closing the Company and the Offeror shall agree on the terms and conditions under which the Company will make available to the Offeror programming and equipment to operate the Santa Fe Broadcasting Service, which programming and equipment shall have that use only and will be located in the current company grounds. (IX) The Assignment of the Santa Fe Broadcasting Service shall be made at the economic, financial, equity, fiscal, legal and regulatory conditions in which such service is at Closing. (X) Offeror undertakes to carry out at its own risk, within applicable terms, all the notices and/or filings with the authorities or governmental agencies that may result necessary (especially with AFSCA) on account or in connection with the Offer.
(C) FIRM AND IRREVOCABLE OFFER TO FOR THE ACQUISITION OF THE SOUND BROADCASTING SERVICE BY FREQUENCY MODULATION IN SAN CARLOS DE BARILOCHE; in accordance to its main terms and conditions: (I) the offer letter is sent by SALTAVIOLETA S.R.L., represented by its managing partner Mr. MARIANO PELUFO, ID No. 22,200,029 (the "Offeror"), who made a binding, firm and irrevocable offer (the "Offer") for the acquisition of the sound broadcasting service by frequency modulation, in the frequency of 92.1 Mhz, identified as distinctive signal "LGR435". Category "E" of the city of San Carlos de Bariloche, Province of Río Negro, the ownership registration of which in favour of RMSA is pending under File No. 022-COMFER/2008 (the "Bariloche Broadcasting Service"). (II) The assignment, sale and transfer of the Bariloche Broadcasting Service will be subject to the fulfillment on or before 31 December 2014-or upon expiration of any extension of this term, should the Company extend it for up to 180 days-of all of the following Conditions Precedent: (i) That AFSCA and the other oversight agencies that may correspond approve the transfer of the Bariloche Broadcasting Service, including but not limited to the approval of the admissibility conditions of the Offerors required by the Audiovisual Communication Services Law to be a licensee of the audiovisual communications service that is the object of the Offer; and (ii) that there are no laws and/or administrative and/or court orders restraining, prohibiting, amending, altering, conditioning or rendering illegal the assignment, sale and transfer of the Bariloche Broadcasting Service under the conditions set forth in the Offer. (III) The Offer shall remain open from 24 June 2014 to 20 August 2014 (the "Offer Period"), notwithstanding which, if on or before that date the Company shall communicate to the Offeror that the Offer has been considered admissible by the Board of Directors of Grupo Clarín S.A. and accepted preliminarily for the purpose of its subsequent treatment at the shareholders' meeting of Grupo Clarín S.A. that will consider and decide on the manner, form and conditions for the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law (the "Pre-Acceptance"), the Offer shall be automatically extended for an additional period that will expire 10 (ten) business days after the close of the abovementioned Grupo Clarín S.A. shareholders' meeting. Additionally, no later than 5 (five) business days after the receipt of the Pre-Acceptance notice, the Offeror shall pay the Company, as an advance on the Price, 25% of the Price (the "Advance"), which shall be taken by the Company as part of the payment of the Price at Closing. If the Closing shall not occur-for any reason not attributable to the Offeror-the Company will reimburse the Advance to the Offeror, with no interest, no later than 10 business days after the date on which the parties have certainty that the Closing will not occur. (IV) In the event of a Pre-Acceptance, Offeror shall have the right to match any better third party offer that the Company may receive for the Bariloche Broadcasting Service, and to acquire it with preference over any third party, during the time between Pre-Acceptance and the date of the shareholders' meeting of Grupo Clarín S.A. that will consider its possible final acceptance. (V) The Offer shall be deemed accepted y the Company if the shareholders of Grupo Clarín S.A., at the abovementioned shareholders' meeting shall decide to accept the Offer definitively, and the Company shall send the Offeror written notice stating unequivocally its intention to assign, sell and transfer the Bariloche Broadcasting Service under the terms and conditions of the Offer (the "Acceptance"). As from Acceptance, the Offer shall be binding on both the Company and the Offeror, and its execution will only be subject to the effective occurrence of the Conditions Precedent. At Closing, the parties will execute all the final instruments necessary to consummate the assignment, sale and transfer of the Bariloche Broadcasting Service. If the Company shall not accept the Offer in due time and form, the Offer shall be automatically cancelled, extinguished and rendered without effect, and neither party shall be subject to any obligation, except for the Company's obligation to reimburse the Advance to the Offeror. (VI) If the Offer is accepted, as of the Closing Date the Company and the Offeror shall perform the acts necessary for the firm agreement on the assignment, sale and transfer of the Bariloche Broadcasting Service in favour of the Offeror pursuant to the terms and conditions of the Offer (the "Assignment"). (VII) The Price offered for the Assignment of the Bariloche Broadcasting Service is of US$75,000 (United States dollars seventy five thousand), payable as follows: (i) US$18,750 (United States Dollars eighteen thousand seven hundred fifty) as Advance, no later than 5 (five) business days after receipt by the Offeror of notice of Pre-Acceptance of the Offer, and (ii) the balance of US$56,250 (United States dollars fifty six thousand two hundred fifty) on the Closing date (the "Price Balance"). The Offeror may cancel the Price Balance by delivering to the Company the amount of pesos, or whatever currency may replace them, sufficient to acquire the number of public debt or any other public security of the Republic of Argentina, of any series, at the Company's option, such that sold in the Buenos Aires Market, or any Foreign Stock Exchange or Market-always at the Company's choice-that will allow the Company to obtain the cash United States Dollars sufficient and equivalent to the obligation to be cancelled by the Offeror, free of any expenses, taxes, travel, commissions or other expenses that may apply and that-should they exist-which shall be entirely borne by the Offeror. (VIII) the Offer sets as closing date the tenth business day as from the fulfilment of all Conditions Precedent (the "Closing"), at the time and place that the Company shall notify the Offeror in writing, to carry out the acts necessary to perfect the Assignment of the Bariloche Broadcasting Service. Among other Acts, at Closing the Company and the Offeror shall agree on the terms and conditions under which the Company will make available to the Offeror programming and equipment to operate the Bariloche Broadcasting Service, which programming and equipment shall have that use only and will be located in the current company grounds. (IX) The Assignment of the Bariloche Broadcasting Service shall be made at the economic, financial, equity, fiscal, legal and regulatory conditions in which such service is at Closing. (X) Offeror undertakes to carry out at its own risk, within applicable terms, all the notices and/or filings with the authorities or governmental agencies that may result necessary (especially with AFSCA) on account or in connection with the Offer; and (D) FIRM AND IRREVOCABLE OFFER TO FOR THE ACQUISITION OF THE SOUND BROADCASTING SERVICE BY FREQUENCY MODULATION IN BAHÍA BLANCA: in accordance to its main terms and conditions: (I) the offer letter is sent by Mr. Marcelo González, ID No. 18,005,004 (the "Offeror"), who made a binding, firm and irrevocable offer (the "Offer") for the acquisition of the sound broadcasting service by frequency modulation identified with the distinctive signal "LRI436". Category "D" to operate in the frequency 96.5 Mhz, Channel 243, in the city of Bahía Blanca, Province of Buenos Aires, the ownership of which in favour of RMSA was confirmed pursuant to Resolution No. 0741-COMFER/00 (the "Bahía Blanca Broadcasting Service"). (II) The assignment, sale and transfer of the Bahía Blanca Broadcasting Service will be subject to the fulfillment on or before 31 December 2014-or upon expiration of any extension of this term, should the Company extend it for up to 180 days-of all of the following Conditions Precedent: (i) That AFSCA and the other oversight agencies that may correspond approve the transfer of the Bahía Blanca Broadcasting Service, including but not limited to the approval of the admissibility conditions of the Offerors required by the Audiovisual Communication Services Law to be a licensee of the audiovisual communications service that is the object of the Offer; and (ii) that there are no laws and/or administrative and/or court orders restraining, prohibiting, amending, altering, conditioning or rendering illegal the assignment, sale and transfer of the Bahía Blanca Broadcasting Service under the conditions set forth in the Offer. (III) The Offer shall remain open from 24 June 2014 to 20 August 2014 (the "Offer Period"), notwithstanding which, if on or before that date the Company shall communicate to the Offeror that the Offer has been considered admissible by the Board of Directors of Grupo Clarín S.A. and accepted preliminarily for the purpose of its subsequent treatment at the shareholders' meeting of Grupo Clarín S.A. that will consider and decide on the manner, form and conditions for the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law (the "Pre-Acceptance"), the Offer shall be automatically extended for an additional period that will expire 10 (ten) business days after the close of the abovementioned Grupo Clarín S.A. shareholders' meeting. Additionally, no later than 5 (five) business days after the receipt of the Pre-Acceptance notice, the Offeror shall pay the Company, as an advance on the Price, 25% of the Price (the "Advance"), which shall be taken by the Company as part of the payment of the Price at Closing. If the Closing shall not occur-for any reason not attributable to the Offeror-the Company will reimburse the Advance to the Offeror, with no interest, no later than 10 business days after the date on which the parties have certainty that the Closing will not occur. (IV) In the event of a Pre-Acceptance, Offeror shall have the right to match any better third party offer that the Company may receive for the Bahía Blanca Broadcasting Service, and to acquire it with preference over any third party, during the time between Pre-Acceptance and the date of the shareholders' meeting of Grupo Clarín S.A. that will consider its possible final acceptance. (V) The Offer shall be deemed accepted y the Company if the shareholders of Grupo Clarín S.A., at the abovementioned shareholders' meeting shall decide to accept the Offer definitively, and the Company shall send the Offeror written notice stating unequivocally its intention to assign, sell and transfer the Bahía Blanca Broadcasting Service under the terms and conditions of the Offer (the "Acceptance"). As from Acceptance, the Offer shall be binding on both the Company and the Offeror, and its execution will only be subject to the effective occurrence of the Conditions Precedent. At Closing, the parties will execute all the final instruments necessary to consummate the assignment, sale and transfer of the Bahía Blanca Broadcasting Service. If the Company shall not accept the Offer in due time and form, the Offer shall be automatically cancelled, extinguished and rendered without effect, and neither party shall be subject to any obligation, except for the Company's obligation to reimburse the Advance to the Offeror. (VI) If the Offer is accepted, as of the Closing Date the Company and the Offeror shall perform the acts necessary for the firm agreement on the assignment, sale and transfer of the Bahía Blanca Broadcasting Service in favour of the Offeror pursuant to the terms and conditions of the Offer (the "Assignment"). (VII) The Price offered for the Assignment of the Bahía Blanca Broadcasting Service is of US$50,000 (United States dollars fifty thousand), payable as follows: (i) US$12,500 (United States Dollars twelve thousand five hundred) as Advance, no later than 5 (five) business days after receipt by the Offeror of notice of Pre-Acceptance of the Offer, and (ii) the balance of US$37,500 (United States dollars thirty seven thousand five hundred) on the Closing date (the "Price Balance"). The Offeror may cancel the Price Balance by delivering to the Company the amount of pesos, or whatever currency may replace them, sufficient to acquire the number of public debt or any other public security of the Republic of Argentina, of any series, at the Company's option, such that sold in the Buenos Aires Market, or any Foreign Stock Exchange or Market-always at the Company's choice-that will allow the Company to obtain the cash United States Dollars sufficient and equivalent to the obligation to be cancelled by the Offeror, free of any expenses, taxes, travel, commissions or other expenses that may apply and that-should they exist-which shall be entirely borne by the Offeror. (VIII) the Offer sets as closing date the tenth business day as from the fulfilment of all Conditions Precedent (the "Closing"), at the time and place that the Company shall notify the Offeror in writing, to carry out the acts necessary to perfect the Assignment of the Bahía Blanca Broadcasting Service. (IX) The Assignment of the Bahía Blanca Broadcasting Service shall be made at the economic, financial, equity, fiscal, legal and regulatory conditions in which such service is at Closing. (X) Offeror undertakes to carry out at its own risk, within applicable terms, all the notices and/or filings with the authorities or governmental agencies that may result necessary (especially with AFSCA) on account or in connection with the Offer. Following the presentation, and after an exchange of questions and answers, the Chairman specifically motions that the Board acknowledge the Offers-without that being interpreted as an acceptance of such Offers-and that the Offers be made known to the Board of Directors of Grupo Clarín S.A. so that it may consider their possible Pre Acceptance and Acceptance, with the effects indicated under the Offers. The motion is submitted to a vote and approved unanimously, authorising any of the Directors and/or attorneys in fact of the Company to proceed in accordance with what was approved and carry out the other acts that may be derived from the possible Pre Acceptance and Acceptance of the Offers. Next, and with no more matters to discuss, the Chairman deems this Board Meeting concluded at 16.00 hs.
EXHIBIT C
FREE TRANSLATION
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
In the City of San Carlos de Bariloche, on the 26th day of the month of June 2014, at 7.00 the Board of Directors of BARILOCHE TV S.A. (the "Company") meets at the headquarters of the Company located on Route 237, Kilometre 1,638, San Carlos de Bariloche, with the presence of the undersigned Directors and Syndic.
After opening the meeting, the Chairman submits to the consideration of those present the following point of the agenda:
Acknowledgment of Receipt of an Irrevocable Offer to purchase the Broadcasting Service owned by the Company.
The Chairman speaks and states that, as is known by the Directors, given that the Plan to Conform the Company to Audiovisual Communication Services Law No. 26,522 filed by the Company together with other companies (including Grupo Clarín S.A.) was declared formally admissible by the Audiovisual Communication Services Law Federal Enforcement Authority ("AFSCA") on 18 February 2014 pursuant to Res. 193/AFSCA/2014, the Company must divest some of its assets to group them with other businesses and assets in the so-called "Unit 5", as such unit is identified under said Plan. The Chairman states that within the above framework, the Company has received a firm and irrevocable offer for the acquisition of the sound broadcasting service owned by frequency modulation, awarded to the Company pursuant to Resolution 154-COMFER/2001, to operate in this City, which is an integral part of the business and assets projected for "Unit 5", as such unit is identified under the abovementioned Plan. The Chairman continues and states that the main terms and conditions of the Offer are the ones mentioned below, and explains that terms that are not defined herein are defined in the Offer: (I) the offer letter is sent by Mr. Francisco Alejo Quiñonero, ID No. 13,539,077 (the "Offeror"), who made a binding, firm and irrevocable offer (the "Offer") for the acquisition of the sound broadcasting service by frequency modulation, identified as distinctive signal "LGR346". Category "D", to operate in the frequency 103.1MHz, Channel 276, in the city of San Carlos de Bariloche, Province of Río Negro, awarded to the Company pursuant to Resolution 154-COMFER/2001 (the "Bariloche Broadcasting Service"). (II) The assignment, sale and transfer of the Bariloche Broadcasting Service will be subject to the fulfillment on or before 31 December 2014-or upon expiration of any extension of this term, should the Company extend it for up to 180 days-of all of the following Conditions Precedent: (i) that AFSCA and the other oversight agencies that may correspond approve the transfer of the Bariloche Broadcasting Service, including but not limited to the approval of the admissibility conditions of the Offerors required by the Audiovisual Communication Services Law to be a licensee of the audiovisual communications service that is the object of the Offer; and (ii) that there are no laws and/or administrative and/or court orders restraining, prohibiting, amending, altering, conditioning or rendering illegal the assignment, sale and transfer of the Bariloche Broadcasting Service under the conditions set forth in the Offer. (III) The Offer shall remain open from 24 June 2014 to 20 August 2014 (the "Offer Period"), notwithstanding which, if on or before that date the Company shall communicate to the Offeror that the Offer has been considered admissible by the Board of Directors of Grupo Clarín S.A. and accepted preliminarily for the purpose of its subsequent treatment at the shareholders' meeting of Grupo Clarín S.A. that will consider and decide on the manner, form and conditions for the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law (the "Pre-Acceptance"), the Offer shall be automatically extended for an additional period that will expire 10 (ten) business days after the close of the abovementioned Grupo Clarín S.A. shareholders' meeting. (IV) The Offer shall be deemed accepted y the Company if the shareholders of Grupo Clarín S.A., at the abovementioned shareholders' meeting shall decide to accept the Offer definitively, and the Company shall send the Offeror written notice stating unequivocally its intention to assign, sell and transfer the Bariloche Broadcasting Service under the terms and conditions of the Offer (the "Acceptance"). As from Acceptance, the Offer shall be binding on both the Company and the Offeror, and its execution will only be subject to the effective occurrence of the Conditions Precedent. At Closing, the parties will execute all the final instruments necessary to consummate the assignment, sale and transfer of the Bariloche Broadcasting Service. If the Company shall not accept the Offer in due time and form, the Offer shall be automatically cancelled, extinguished and rendered without effect, and neither party shall be subject to any obligation. (V) No later than 10 (ten) days after the Acceptance, Offeror undertakes to create a company for the purposes of acquiring the Bariloche Broadcasting Services. (VI) If the Offer is accepted, as of the Closing Date the Company and the Offeror shall perform the acts necessary for the firm agreement on the assignment, sale and transfer of the Bariloche Broadcasting Service in favour of the Offeror pursuant to the terms and conditions of the Offer (the "Assignment"). (VII) The Price offered for the Assignment of the Bariloche Broadcasting Service is of Ps. 450,000 (Pesos four hundred fifty thousand) (the "Price"), payable as follows: (i) Ps. 149,985 (Pesos one hundred forty nine thousand nine hundred eighty five) as initial price, on the Closing date, and (ii) Ps. 300,015 (Pesos three hundred thousand fifteen), which shall be converted into United States dollars at the official sellers' rate quoted by Banco de la Nación Argentina on the day immediately preceding the Closing date (the "Price Balance"), and shall be payable in 2 (two) equal installments of Ps. 115,007.50 (Pesos one hundred fifteen thousand seven and fifty cents) each-with no interest-which shall be payable 12 (twelve) and 18 (eighteen) months after the Closing date. The Offeror may cancel such installments in pesos, at the official sellers' exchange rate quoted by Banco Nación on the day immediately preceding the payment date. The Price Balance shall be guaranteed by the Offeror by the issuance and delivery to the Company, on the Closing date, of 2 (two) promissory notes. (VIII) The Offer sets as closing date the tenth business day as from the fulfilment of the last of all Conditions Precedent (the "Closing"), at the time and place that the Company shall notify the Offeror in writing, to carry out the acts necessary to perfect the Assignment of the Bariloche Broadcasting Service. Among other Acts, at Closing the Company and the Offeror shall agree on the terms and conditions under which the Company will make available to the Offeror programming and equipment to operate the Bariloche Broadcasting Service, and at Offerors' request it will make available the mast and the grounds necessary to operate the Bariloche Broadcasting Service as well as the programming that will be broadcast. (IX) The Assignment of the Bariloche Broadcasting Service shall be made at the economic, financial, equity, fiscal, legal and regulatory conditions in which such service is at Closing. (X) Offeror undertakes to carry out at its own risk, within applicable terms, all the notices and/or filings with the authorities or governmental agencies that may result necessary (especially with AFSCA) on account or in connection with the Offer. Following the presentation and after an exchange of questions and answers, the Chairman motions specifically that the Board of Directors acknowledge the Offer-without that being interpreted as an acceptance of such Offer-and that the Offer be made known to the Board of Directors of Grupo Clarín S.A. so that it may consider their possible Pre Acceptance and Acceptance, with the effects indicated under the Offer. The motion is submitted to a vote and approved unanimously, authorising any of the Directors and/or attorneys in fact of the Company to proceed in accordance with what was approved and carry out the other acts that may be derived from the possible Pre Acceptance and Acceptance of the Offer. With no more matters to discuss, the Chairman deems this Board Meeting concluded at 7.20 hs.-
EXHIBIT D
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 275: In the City of Buenos Aires, on the 26th day of the month of June 2014, at 17.00 hours, the Board of Directors ARTE RADIOTELEVISIVO ARGENTINO S.A. (the "Company") meets at the Company's headquarters located at calle Lima No. 1261 of this City, with the presence of the undersigned Directors and members of the Supervisory Committee. After confirmation that there is sufficient quorum, the Chairman opens the meeting and submits the following point of the agenda to the consideration of those present: 1) Acknowledgment of receipt of a Binding, Firm and Irrevocable Offer for the acquisition of Shares of TELEDIFUSORA BAHIENSE S.A., owned by the Company and GC MINOR S.A.: The Chairman speaks and states that as the Directors know, given that the Plan to Conform to Law No. 26,522 of Audiovisual Communication Services that was duly filed by the Company together with other companies (among them Grupo Clarín S.A.), declared formally admissible by the Audiovisual Communication Services Law Federal Enforcement Authority ("AFSCA") on 18 February 2014 pursuant to Res. 193/AFSCA/2014, the Company must divest some of its assets to group them with other businesses and assets in the so-called "Unit 6", as such unit is identified under said Plan. The Chairman states that within the above framework, the Company-together with GC MINOR S.A.-has received a binding, firm and irrevocable offer for the acquisition of 100% of the shares of which the Company (also denominated "ARTEAR"), and GC MINOR S.A. ("GC MINOR") hold in Teledifusora Bahiense S.A. ("TELBA"), together with the political and economic rights inherent to such shares, a copy of which has been circulated among Directors prior to this meeting (the "Offer"). The Chairman continues to speak and states that the main terms and conditions of the offer are the ones mentioned below, clarifying that terms not defined under these minutes are those defined in the Offer: (I) the letter is sent by Mr. Francisco Alejo Quiñonero, D.N.I No. 13,539,077 (the "Offeror"), who formulated a binding, firm and irrevocable offer to acquire the following shareholdings in TELBA: (i) 156,624 common, nominative, non endorsable shares with a nominal value of Ps. 0.0001 and with the right to one vote per share, representing 99.9994% of the capital stock and votes of TELBA owned by ARTEAR, and pro rata political and economic rights inherent to such shares. (the "ARTEAR Shares"), and (ii) 1 (one) common, nominative, non endorsable shares with a nominal value of Ps. 0.0001 and with the right to one vote per share, representing o.ooo6% of the capital stock and votes of TELBA owned by GC MINOR, and in the same proportion the political and economic rights inherent to such shares (the "GCM Shares"), and together with the ARTEAR Shares, the "Shares"). (II) as a condition to make and maintain the Offer, the Offeror requested that ARTEAR continue to provide television content in favor of TELBA at the price, term and other conditions that are summarised in the Offer; (III) The assignment, sale and transfer of the Shares shall be subject (as conditions precedent) to the approval by AFSCA and by all other corresponding oversight agencies on or before 31 December 2014 of the transfer of the Shares under the Offer; and to the absence at closing of any laws and/or administrative and/or court orders restraining, prohibiting or rendering illegal the transfer of the Shares in the conditions set forth under the Offer (the "Conditions Precedent"); (IV) No later than 10 (ten) days after the acceptance of the Offer, Offeror undertakes to create a company for the purpose of acquiring the Shares; (V) The Offer shall remain open from 24 June 2014 to 20 August 2014 (the "Offer Period"), notwithstanding which, if on or before that date ARTEAR and GC MINOR shall communicate to the Offeror that the Offer has been considered admissible by the Board of Directors of Grupo Clarín S.A. and accepted preliminarily for the purpose of its subsequent treatment at the shareholders' meeting of Grupo Clarín S.A. that will consider and decide on the manner, form and conditions for the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law (the "Pre-Acceptance"), the Offer shall be automatically extended for an additional period that will expire 10 (ten) business days after the close of the abovementioned Grupo Clarín S.A. shareholders' meeting. If the Pre-Acceptance occurs, Offeror shall have the right to match the best third party offer that the Sellers may receive for the Shares, an to acquire them with preference over any third party during the period between Pre-Acceptance and the date of the shareholders' meeting of Grupo Clarín S.A. where its possible final acceptance will be considered. (VI) The Offer shall be deemed accepted by ARTEAR and GC MINOR if the shareholders of Grupo Clarín S.A. decide to accepted the Offer definitively at the abovementioned shareholders' meeting, and ARTEAR and GC MINOR send the Offeror a notice manifesting their unequivocal intention to assign, sell and transfer the Shares under the conditions of the Offer before expiration of the Offer Period (the "Acceptance"). As from Acceptance, the Offer shall be binding on both the Company and the Offeror, and its execution will only be subject to the effective occurrence of the Conditions Precedent. At Closing, the parties will execute all the final instruments necessary to consummate the assignment, sale and transfer of the TELBA Shares. If ARTEAR and GC MINOR do not accept the Offer in due time and form, the Offer shall be automatically cancelled, extinguished and without effect and neither party shall be subject to any obligations. (VI) If the Offer is accepted, as of the Closing date ARTEAR and GC MINOR and the Offeror shall peform the acts that will lead to the actual occurrence of the assignment, sale and transfer of the TELBA Shares in favour of the Offeror, pursuant to the terms and conditions of the Offer (the "Purchase"). (VII) The Price offered for the Purchase of the TELBA Shares is of Ps. 5,000,000 (Pesos five million) (the "Price"), payable as follows: (i) Ps 1,666,500 (Pesos one million six hundred sixty six thousand five hundred), at Closing; and (ii) the balance of Ps. 3,333,500 (Pesos three million three hundred thirty three thousand five hundred) shall be converted into United States dollars at the official sellers' rate quoted by Banco de la Nación Argentina on the Closing date (the "Purchase Price Balance"), and shall be settled as follows: (i) 50% (fifty per cent) of the Purchase Price Balance shall be cancelled twelve months after the Closing date, and (ii) the remaining 50% (fifty per cent) of the Purchase Price Balance shall be cancelled 18 (eighteen) months after the Closing date. Although the Purchase Price Balance has been agreed in United States dollars, the Offeror may settle the Purchase Price Balance in pesos, or any currency that may replace pesos, at the official sellers rate set by Banco de la Nación Argentina. The Purchase Price Balance shall be secured by the Offeror by the issuance and delivery to ARTEAR and GC MINOR, at Closing, of 2 (two) promissory notes. The Price and the Purchase Price Balance shall be paid by wire transfer to the bank account that ARTEAR and GC MINOR will indicate in writing for that purpose. (VIII) the Offer sets as closing date the tenth business day as from the fulfilment of all Conditions Precedent (the "Closing"), at the time and place that ARTEAR and GC MINOR shall notify the Offeror in writing, to carry out the acts necessary to perfect the Purchase of the TELBA Shares; as well as the corporate acts by which [the shareholders] shall accept the resignations and approve the performance of the members of the managing body of TELBA and the appointment of the new authorities. (IX) The Purchase of the TELBA Shares shall be made at the economic, financial, equity, fiscal, legal and regulatory conditions in which such shares and TELBA shall be at Closing. Additionally, the Purchase shall be for ARTEAR and GC MINOR free and clear of any liability for the existence of any certain or contingent liabilities arising from causes of claims dating from before the Closing date that has not been duly registered in TELBA's Financial Statements. (X) Also, at Closing, the Offeror (as from that moment also referred to as the "Assignor") shall grant ARTEAR and GC MINOR and/or a designee of ARTEAR and GC MINOR (as from that moment also referred to as the "Assignee"), irrevocably and firmly: the exclusive, firma and irrevocable right, but not the obligation, to opt for the purchase of the TELBA Shares (the "Option Right"); and the right of first refusal to acquire, exclusively and with priority the TELBA Shares with respect to any third party (the "Right of First Refusal"), subject to the following terms and conditions: (A) the Option Right relating to the TELBA Shares: (i) may be exercised by the Assignee at any time during the five year period following the date it was granted. This term may be extended for up to 3 (three) additional years at the request of the Assignee (the "Term of the Option Right"); (ii) Prior to exercising the Option Right, the Assignee shall send the Assignor notice manifesting that it will begin the procedure to determine the Purchase Price pursuant to an appraisal that both parties will determine by mutual agreement, or, if they do not reach an agreement within 30 (thirty) calendar days, the Purchase Price shall be the market value of the Shares as determined by one of the following firms: Columbus Merchant Banking, INFUPA, MBA Lazard, Banco Itau BBA, Buenos Aires Advisors. The appraising firm shall be appointed by the Assignee. The valuation criterion to be applied by the appraising firm shall be the present value of the projected cash flow, comparison by multipliers and comparable transactions. The appraising firm shall determine a definite value without ranges, and shall issue its opinion no later than 30 (thirty) calendar days after its appointment. (iii) In order to exercise the Option Right, the Assignee shall send the Assignor a verifiable notice with its unequivocal intention to exercise the Option Right, in which case the Parties shall perform the acts necessary to perfect the Purchase of the Shares on the date and at the place indicated by the Assignee (the "Closing Date"), which acts will include the full payment of the Purchase Price; the assignment, sale and transfer of the Shares to the designee of the Assignee; as well as the corporate acts whereby [the shareholders] shall accept the resignations and approve the performance of the members of the managing body of TELBA and the appointment of the new authorities, among others. (iv) the Assignee may assign the Option Right to any third party, in which case the new assignee may exercise the Option Right as if it were the original beneficiary of such right, with no application to the new assignee of any possible limitations that may affect the original Assignee. (v) the Assignor undertakes certain obligations, such as: during the Term of the Option Right, the assignor undertakes not to offer, assign, sell, transfer and/or create any liens on the Shares in any way; not to approve in TELBA any equity increases, equity decreases, reimbursement of equity, merger, spin-off, liquidation or dissolution of TELBA; not to assign, sell, transfer and/or create any liens on the assets of TELBA, to the extent that such actions may materially affect the ordinary course of TELBA's business. As guarantee of Assignor's obligations to Assignee, Assignor shall create a pledge in the second degree over the TELBA Shares owned by Assignee, representing 100% of the capital stock and votes of TELBA pursuant to Section 580 and following sections of the Commercial Code, as provided under terms and conditions attached as an Annex to the Offer. (B) Right of First Refusal: May be exercised after expiration of the Term of the Option Right. If the Assignor shall receive a Purchase Offer from a third party, Assignor shall immediately notify Assignee in writing, attaching a copy of the Purchase Offer received by Assignor. In order to exercise its Right of First Refusal, Assignee shall match the terms and conditions of the Purchase Offer and acquire the Shares included under the Purchase Offer. Upon exercise by Assignee of its Right of First Refusal, Assignor shall transfer the Shares included under the Purchase Offer to Assignee, at the price and subject to the form of payment and other terms and conditions of the Purchase Offer, and Assignee shall pay the price. If the Purchase includes less than 100% of the Shares, the Right of First Refusal shall remain in full effect with respect to the Shares that were not included in the Purchase Offer and, therefore, were not transferred to Assignee. Assignee may assign the Right of First Refusal to any third party, in which case the new assignee may exercise the Right of First Refusal as if it were the original beneficiary of such right, with no application to the new assignee of any possible limitations that may affect the original Assignee. Following the presentation and after an exchange of questions and answers, the Chairman motions specifically that the Board of Directors acknowledge the Offer-without that being interpreted as an acceptance of such Offer-and that the Offer be made known to the Board of Directors of Grupo Clarín S.A. so that it may consider their possible Pre Acceptance and Acceptance, with the effects indicated under the Offer. The motion is submitted to a vote and approved unanimously, authorising any of the Directors and/or attorneys in fact of the Company to proceed in accordance with what was approved and carry out the other acts that may be derived from the possible Pre Acceptance and Acceptance of the Offers. Next, and with no more matters to discuss, the Chairman deems this Board Meeting concluded at 18.00 hs.-