14 Jul 2014 15:35
GRUPO CLARIN S.A.
Grupo Clarín Considers Offers Relating to Unit 6 and other matters
On 11 July 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Board of Directors of the Company had held a meeting where it acknowledged and considered (i) certain irrevocable offers received from third parties for the purchase of Unit 6 under the Plan to Conform the Company to the Audiovisual Communication Services Law (the "Plan"), (ii) a note received from AFSCA rejecting a request to amend the Plan, and (iii) an extension of the scope of the irrevocable offer dated 26 June 2014 for the purchase of Unit 4 under the Plan.
Attached as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors referred to above.
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. 277: In the City of Buenos Aires, on the 11th day of the month of July 2014, at 9.45 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 1743, Federal Capital, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, 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) Consideration of the Irrevocable Offers received for Unit No. 6. The Chairman speaks and states that the Company has receive a note from Diario Los Andes Hermanos Calle S.A. (Diario Los Andes), a subsidiary of Compañía de Medios de Comunicación (CIMECO) S.A., whereby Diario Los Andes indicates that it has received two irrevocable offers for the purchase of the participation that Diario Los Andes holds in Cuyo Televisión S.A. (Cutesa), representing 9% of the capital stock of that company. Therefore, the Chairman informs those present of the terms and conditions of the offers. A) Offer received from Mr. Francisco Alejo Quiñonero for the purchase of all of the rights and shares held by Diario Los Andes in Cutesa, i.e. for 36,000 shares representing 9% of the capital stock and votes of Cutesa, together with all the political and economic rights inherent to such shares. The assignment, sale and transfer of the rights over the shares of Cutesa shall be subject to the fulfillment on or before 31 December 2014 of the following conditions precedent: (i) that AFSCA and the other oversight agencies that may correspond approve the transfer of the rights over the shares of Cutesa under the offer, including but not limited to the approval of the admissibility conditions of the Offeror required by the Audiovisual Communication Services Law to be a licensee of the audiovisual communications service that is the object of the offer; (ii) that the current shareholders of Cutesa not exercise the right of first refusal provided under article Six of the Bylaws of Cutesa once they receive due notice of the offer; and (iii) that there are no laws and/or administrative and/or court orders restraining, prohibiting or rendering illegal the transfer of the rights over the shares of Cutesa under the conditions set forth in the offer. Prior to Closing, the offeror undertakes to create a company for the purpose of acquiring the rights over the shares of Cutesa. If the offer is accepted by this Board of Directors, the offeror shall have the right to match the best offer that Diario Los Andes may receive from third parties for the acquisition of rights over the shares, and to acquire the rights over the shares of Cutesa with preference over any third party. The offer shall be deemed accepted by Diario Los Andes if, within the acceptance period of the offer, the shareholders of the Company decide to accept it and Diario Los Andes sends written notice stating unequivocally its intention to transfer the rights over the shares under the terms and conditions of the offer. As from its acceptance, the offer shall be binding on both Diario Los Andes and the offeror, and its execution will be subject only to the effective fulfilment of the Conditions Precedent. The price offered for the assignment of the rights over the shares of Cutesa is of Ps. 15,000,000, payable by the offeror on the closing date. Additionally, the offeror offered to pay Diario Los Andes an additional Ps. 5,000,000 (the "Contingent Price Balance"), subject to the condition that upon expiration of the current term of the License-which would occur on 24 November 2017-Cutesa be legally authorised to continue to exploit the television broadcasting service in the city of Mendoza under any title or cause. If this condition is fulfilled, offeror shall pay Diario Los Andes the Contingent Price Balance in 1 (one) payment, within the 5 (five) business days following 25 November 2017. If upon expiration of the current term of the license for the installation, functioning and exploitation of the television broadcasting service in the city of Mendoza, under the frequency "LV 83 TV Canal 9", Cutesa continues to exploit the service, the Assignee shall pay Diario Los Andes the Contingent Price Balance as follows: (i) Ps. 2,000,000 on the first anniversary of the expiration of the current term of the License, if the exploitation of the service continued during that year; (ii) Ps. 2,000,000 on the second anniversary of the expiration of the current term of the License, if the exploitation of the service continued during those two years; and (iii) Ps. 1,000,000 on the third anniversary of the expiration of the current term of the License, if the exploitation of the service continued during those three years. If exploitation of the service was maintained only during part of a given period, offeror has undertaken to pay Diario Los Andes a pro rata portion of the Contingent Price Balance, based on the duration of the service. The Contingent Price Balance shall be converted into United States Dollars at the official purchaser exchange rate quoted by Banco Nación on the date that the acceptance notice is received by offeror, and may be paid by offeror in pesos at the official sellers' exchange rate quoted by Banco Nación on the day immediately preceding payment. In order to guarantee payment of the Contingent Price Balance to Diario Los Andes under the agreed conditions, offeror has proposed the creation in favour of Diario Los Andes of a first degree pledge over all actions derived from the rights over the shares of Cutesa-to be created simultaneously with the registration of the shares under the name of the offeror in the stock ledger book of Cutesa. If the offeror shall fail to create the pledge over the shares, as undertaken under the offer, the term for payment of the Contingent Price Balance shall accelerate automatically, by operation of law, with no need for prior judicial or extra-judicial notice or demand, and the full amount of the Contingent Price Balance shall become immediately due and payable as if the conditions to which its accrual is subject did not exist or had been fulfilled. In case of breach, the Contingent Price Balance will accrue, as from the date of such breach, late payment interest at the rate of 0.5% of the amount due (plus Value Added Tax), which shall be calculated on a daily basis (non-cumulatively) until the date of actual payment. If the offer is accepted, Diario Los Andes and the offeror will notify Cutesa jointly of the existence of a firm agreement between them for the transfer of the rights over the shares of Cutesa, pursuant to the provision in article Six of that company's Bylaws-if such clause remains in force-, which grants the remaining shareholders of Cutesa 30 days to exercise their right of first refusal. Upon expiration of that 30-day term without any of the remaining shareholders of Cutesa having exercised their right of first refusal, Diario Los Andes shall assign the rights over the shares of Cutesa to the offeror. The Offer sets as closing date the tenth business day as from the fulfilment of all conditions precedent, at the time and place that Diario Los Andes shall notify the offeror in writing, to carry out the acts necessary to perfect the assignment of the rights over the shares of Cutesa. B) Offer received from Silvina Claudia Alonso, Mariano Germán Alonso and Gabriela Cecilia Alonso (the "Assignees") to acquire from Diario Los Andes all of the rights and actions it has over 36,000 shares representing 9% of the capital stock and votes of CUTESA. This Offer shall remain in effect between 10 July 2014 and 20 July 2014 unless on or before such date, Diario Los Andes shall communicate to the Assignees in writing that the Offer has been considered admissible by this Board of Directors and pre-accepted for the purpose of its subsequent consideration by the shareholders, in which case it will be automatically extended for an additional period that will expire 10 (ten) business days after the close of the sharholders' meeting. The offer shall be deemed accepted by Diario Los Andes if the shareholders of the Company decide to accept the offer definitively within the term that the offer remains in effect. As from the date of the acceptance notice, the offer shall be binding on both Diario Los Andes and the Assignees, and its execution will be subject only to the effective fulfilment of the conditions precedent set forth under the offer. The parties shall execute, at closing, all the final instruments necessary to consummate the assignment of the rights over the shares of Cutesa. Said final documents shall reflect the terms and conditions of the offer, as well as such terms that are standard and customary for this type of transaction-which shall be satisfactory to the parties-, without in any way affecting the validity and binding nature of the offer once accepted. The price offered for the assignment, sale and transfer of the rights over the shares of Cutesa is of Ps. 17,000,000 (Seventeen Million Pesos) and shall be payable by the Assignees to Diario Los Andes as follows: (i) Ps. 15,000,000 (Pesos Fifteen Million) in a single payment on the closing date, and (ii) Ps. 2,000,000 (Pesos two million), equal to 6,000 seconds of prime time advertising in Cutesa, providing that such advertising seconds may be used by Diario Los Andes or the companies that are part of its same Economic Group during five years immediately following closing. Notwithstanding the above, Assignees shall pay Diario Los Andes an additional Ps. 5,000,000 (Five Million Pesos) (the "Contingent Price Balance"), subject to the condition that upon expiration of the current term of the License-expiration that would occur on 24 November 2017-Cutesa be legally authorised to continue to exploit the television broadcasting service in the city of Mendoza on account of an extension or renewal of the license under any title or cause, or that it continue to exploit the service, in which case Assignees shall pay Diario Los Andes the Contingent Price Balance as follows: (i) Ps. 2,000,000 on the first anniversary of the expiration of the current term of the License, if the exploitation of the service continued during that year; (ii) Ps. 2,000,000 on the second anniversary of the expiration of the current term of the License, if the exploitation of the service continued during those two years; and (iii) Ps. 1,000,000 on the third anniversary of the expiration of the current term of the License, if the exploitation of the service continued during those three years. If exploitation of the service was maintained only during part of a given period, offeror has undertaken to pay Diario Los Andes a pro rata portion of the Contingent Price Balance, based on the duration of the service. The Contingent Price Balance shall be converted into United States Dollars at the official purchaser exchange rate quoted by Banco Nación on the date that the acceptance notice is received by the assignees, and may be paid by the assignees in pesos at the official sellers' exchange rate quoted by Banco Nación on the day immediately preceding payment. In order to guarantee payment of the price (and, if applicable, the Contingent Price Balance) to Diario Los Andes, the Assignees shall be jointly and severally liable for, and shall be unrestricted guarantors of all the obligations undertaken by the Assignees with respect to the payment of the price. The profits generated by Cutesa during the years 2013 and 2014 (in this case, pro rata until the closing date) shal be approved by the Assignees as dividends in favour of Diario Los Andres within the legal terms and paid by Cutesa to Diario Los Andes no later than 10 (ten) business days of their approval. The Assignees shall vote and/or take all necessary actions to obtain the necessary corporate approvals. Mr. Sigifredo Alonso, shareholder of Cutesa, grants his consent to the assignment of the rights over the shares of Cutesa and waives fulfilment by Diario Los Andes and the Assignees of Article Six of the Bylaws of Cutesa, stating that, within the framework of the offer, he expressly waives the right to exercise his right of first refusal under that Article, because he knew the identity of the Assignees in advance and on account of the general and specific conditions of the offer. Consequently, after an exchange of questions and answers, and given that the terms and conditions of the offer sent by Silvina Claudia Alonso, Mariano Germán Alonso and Gabriela Cecilia Alonso are more favourable to the Company because the economic conditions offered are better than those of the offer of Mr. Francisco Alejo Quiñonero, the Board of Directors decides unanimously to approve the offer and communicate such circumstance to Diario Los Andes. Next, the Chairman submits to the consideration of those present, the second point of the agenda: 2) Acknowledgment of the notice received from AFSCA in connection to File No. 3002-AFSCA/13. The Chairman speaks and states that yesterday afternoon, the Company was served notice of a decision of AFSCA pursuant to Action No. 13291-AFSCA/14, whereby, in response to a filing made pursuant to the decision of the shareholders at the shareholders' meeting of 30 June 2014, AFSCA communicated that "the request formulated by the Company entails a material amendment of the proposal, in fact almost analogous to a new proposal. For that reason we reject the requested reformulation and/or amendment 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, because the procedural stage [to request such amendment] has concluded." Therefore, and given that such decision makes reference to an opinion issued by the Permanent Legal Service of that Authority that was not attached to the notice, the Chairman informs that he has instructed the Company's counsel to go AFSCA's headquarters in order to review the File and obtain a copy of that Opinion so that the Company may analyse the grounds of that Authority's decision and make the decisions that may be required to safeguard its rights. Consequently, the Board of Directors decides unanimously to approve the actions of the Chairman and to acknowledge the decision adopted by AFSCA. Next, the Chairman submits to the consideration of those present, the third point of the agenda: 3) Acknowledgment of receipt of the extension of the scope of the Firm and Irrevocable Offer to Purchase the Shares and Signals that form Unit No. 4. Mr. Urricelqui speaks and states that the Company and GC Minor S.A. have held conversations with 34 SOUTH MEDIA LLC based on the decision of the shareholders at the meeting of last 30 June. As a result of such conversations, and given that 34 SOUTH MEDIA LLC has learned of the rejection by AFSCA of the filing made by the Company, as discussed above, 34 SOUTH MEDIA LLC has sent, today, an extension of the scope of the firm and irrevocable offer sent last 26 June (the Extension) for the acquisition of 100% of the shares of Inversora de Eventos S.A. (IESA). Mr. Urricelqui reads out the terms and conditions of the Extension. Given that the shareholders have voted to adjourn the shareholders' meeting, the Board of Directors decides to acknowledge receipt of the extension of the Offer and submit it to the consideration of the shareholders when the shareholders' meeting resumes today at 11 hours. With no more matters to discuss, the meeting is closed at 10.30 hours.
Signing on behalf of the Board:Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Sebastián Salaber and Luis María Blaquier.
Singing on behalf of the Supervisory Committee: Carlos Alberto Pedro Di Candia, Raúl Antonio Morán and Pablo San Martín.