17 Aug 2016 07:30
GRUPO CLARIN S.A.
The Company Announces Plan to Separate its Cable TV and Internet Segment
Buenos Aires, August 16, 2016
Grupo Clarín S.A. (ARG: GCLA; LSE: GCLA) ("Grupo Clarín") today announced that its Board of Directors approved a split-up (escisión) (the "Split-up") of Grupo Clarín's equity interest in Cablevisión S.A ("Cablevisión"), the subsidiary that operates Grupo Clarín's cable television, internet and data transmission businesses, into a new Argentine corporation under the name of Cablevisión Holding S.A. ("CVH" or "Newco"). Grupo Clarín will retain all assets and liabilities, and continue with all the activities and operations of its remaining business segments which will not be allocated to CVH. Grupo Clarín expects that the transaction will be executed in accordance with the Ley de Impuesto a las Ganancias (Income Tax Law) and applicable rules and regulations for tax-free corporate reorganizations under Argentine law.
The proposed Split-up is subject to the final approval of Grupo Clarín's shareholders. An extraordinary meeting of Grupo Clarín's shareholders has been convened for September 28, 2016, to consider and vote on the Split-up and related matters.
Grupo Clarín expects that the shares of CVH will be listed on the Mercado de Valores de Buenos Aires S.A. (Buenos Aires Stock Market, or "Merval") through the Buenos Aires Stock Exchange, and in one or more foreign stock exchanges. Admission to listing and trading will be subject to approval by the relevant regulatory authority.
Grupo Clarín Vice Chairman, Alejandro Urricelqui, said: "The Split-up will allow us to better focus on the respective vision and strategy for each of our core businesses. As a result, each of Grupo Clarín and CVH will be able to develop independent growth strategies and objectives tailored to the demands of each of the company's particular markets. A complete Split-up of CVH will provide greater transparency for our shareholders with independent administrations overseeing each of the operations while allocating the proper resources needed to continue growing our businesses well into the future. CVH will further benefit from being a stand-alone public company in the attractive telecommunications, cable television and internet sector where we see a significant growth opportunity and opportunities for investments."
The proposed Split-up is subject to obtaining certain regulatory authorizations, approvals or consents, as applicable, including the completion of a review process by the Comisión Nacional de Valores ("CNV") under Argentine securities regulations, among others. Grupo Clarín aims to complete the proposed transaction during the first quarter of 2017.
In accordance with Argentine law, Grupo Clarín will prepare and publish a prospectus describing the proposed Escisión transaction and Newco before the shareholders' meeting.
Goldman, Sachs & Co. is acting as financial advisor to Grupo Clarín S.A. Cleary Gottlieb Steen & Hamilton LLP and Saenz Valiente & Asociados S.R.L. are acting as legal advisors to Grupo Clarín S.A., in connection with the proposed transaction.
About Grupo Clarín S.A.
Grupo Clarín is the largest media company in Argentina and a leading company in the printing and publishing, and broadcasting and programming markets. Its newspaper - "Diario Clarín" - is one of the highest circulation newspapers in Latin America. Grupo Clarín is the largest producer of media content in Argentina, including news, sports and entertainment and reaches substantially all segments of the Argentine population in terms of wealth, geography and age.
About Cablevisión S.A.
Cablevisión is the largest operator of cable television services and data cable transmission systems in Argentina and one of the largest providers of cable services in Latin America in terms of number of subscribers. As of June 30, 2016, Cablevisión had 3,89 million active customer relationships, of which 54% received broadband services, 90% received cable services and 43% received both services. Cablevisión also offers wireless mobile services under the Nextel Argentina brand, having 0.9 million post paid subscribers and 0.5 million pre-paid subscribers.
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This press release is not an offer, solicitation or sale of securities in the United States or any other state or jurisdiction, and there shall not be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In particular, securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Enquiries:
In Buenos Aires:
Agustín Medina Manson / Patricio Gentile
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