8 Apr 2019 10:33
April 8, 2019
Supplementary report - Offer for the Sale of the Company's Shares in Team Internet
In furtherance to the announcement made by Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) ("Matomy" or the "Company") on April 4, 2019 regarding the offer it has received to sell all of its shares in Team Internet AG ("Team Internet") (90%), to an entity to be formed by Rainmaker Investments GmbH the owner of the remaining 10% of Team Internet's share capital, alone or together with a partner designated by Rainmaker (the "Sale Offer") (RNS Number 2145V), the Company is publishing the full text of the Sale Offer as was signed by the Company, along with the Company's response letter to the Sale Offer (see below).
The full text of the Sale Offer along with the Company's response letter to the Sale Offer is available for review through the Israel Securities Authority: http://www.magna.isa.gov.il/ and on the Company's website: https://bit.ly/2UJ2E1m
April 4, 2019
Mr. Mario Witte
Rainmaker Investments GmbH
Waltherstr. 23
80337 München
Dear Mario,
Re: MOU Relating to Team Internet A.G., dated April 3, 2019
Thank you for your email of April 3, 2019, together with the enclosed Memorandum of Understanding relating to Team Internet A.G. (the "Company") (the "MOU") and the related Letter of Support (the "Letter of Support"). Capitalized terms used herein and that are not otherwise defined herein shall have the meanings ascribed thereto in the MOU.
Having reviewed the terms of the MOU and the provisions of the Letter of Support, we would like to indicate our willingness to move forward towards a binding agreement on the basis of the terms outlined in the MOU, subject to the following:
1. The parties will work together with the aim of entering into a binding agreement with respect to the proposed transaction within no more than 30 days after the date hereof. For that purpose you will perform any required due diligence promptly and with no delay, and draft agreements will be prepared promptly as well, and during such period Matomy is committed to the exclusivity set forth in the MOU. If no binding agreement is entered into within 30 days, the parties will discuss in good faith the possibility of extending the MOU beyond such date in order to reach a binding agreement.
2. Notwithstanding paragraph (b) of the section titled 'Conditions Precedent', approval by a district Court in Israel of the MOU and Purchase Transaction is not required and shall not be a Condition Precedent to the Purchase Transaction.
3. In addition to the waiver referenced in the MOU, the transaction will include appropriate provisions that release Matomy from any further obligations, payments or claims with respect to the Company and Rainmaker.
Finally, we note that approval of the MOU does not in any way derogate from any rights that Matomy may have, and we reserve all rights and claims relating to any alleged violations of Matomy's undertakings and any financial debt to Rainmaker.
Further to the above, we attach Matomy's countersignature on the MOU.
Yours sincerely,
Matomy Media Group Ltd.
Cautionary Statement
THE NEGOTIATIONS RELATING TO THE FINAL TERMS OF THE SALE OFFER ARE STILL NOT FINALIZED AND THERE IS NO CERTAINTY THAT SUCH NEGOTIATIONS WILL RESULT IN A BINDING AGREEMENT.
The announcement is prepared for convenience purposes only and it does not constitute or form part of, and should not be construed as, an offer to sell or issue, or the solicitation of an offer to buy or acquire, securities of Matomy in any jurisdiction or an inducement to enter into any investment activity.
This announcement includes forward-looking statements, which include all statements other than statements of historic facts, including, without limitation, those regarding Matomy's and/or its subsidiaries' (the "Group") financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company, its directors and its or their advisers expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the Rules of the High Growth Segment.
About Matomy
Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) is a global media company. Founded in 2007 with headquarters in Tel-Aviv. Matomy is dual-listed on the London and Tel Aviv Stock Exchanges.
For more information:
Matomy Media GroupPress Contact Information:
Noam Yellin, Noam@smartteam.co.il, +972544246720
Website: http://investors.matomy.com LinkedIn: www.linkedin.com/Company/matomy-media-group
Twitter: @MatomyGroup
Facebook: www.facebook.com/MatomyMediaGroup