Business Services Industry
Naspers Limited Today Announced the Disposal of NetMed N.V. and Withdrawal of Cautionary
Business Wire, June 30, 2008
CAPE TOWN, South Africa -- Naspers Limited (JSE:NPN) (NASDAQ:NPSN) today announced the disposal of NetMed N.V. and withdrawal of cautionary.
1. INTRODUCTION
Shareholders are referred to the announcements published on 15 April 2008, 23 April 2008 and 4 June 2008, Naspers then advised that, following a review of strategic investment priorities, Myriad International Holdings B.V., an indirect wholly owned subsidiary of Naspers, had entered into conditional sale agreements for the disposal of its Greek and Cypriot pay-TV operations ("NetMed") to Forthnet SA ("Forthnet"), a leading Greek telecommunications company (the "transaction"). Naspers has an indirect interest of 87.47% in NetMed.
2. CONSIDERATION
The agreements place an enterprise value on NetMed of EUR490 million (US$760 million).
3. FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the transaction and is based on the published, audited provisional results of Naspers for the year ended 31 March 2008.
The unaudited pro forma financial effects, for which the Naspers board is responsible, are presented for illustrative purposes only and may not give a fair reflection of the financial position and results of the operations post the implementation of the transaction.
[TABLE OMITTED]
Assumptions
a) The information "Before Disposal" is based on the published audited provisional results for the year ended 31 March 2008.
b) The information "After Disposal" is based on the following assumptions:
[TABLE OMITTED]
c) The NAV and NTAV per ordinary share "After Disposal" is based on the assumption that the transaction was implemented on 31 March 2008.
Shareholders are cautioned that core headline earnings per share may be a more appropriate indicator of sustainable performance than earnings per share. For a definition of 'core headline earnings,' we refer shareholders to our annual financial statements and to the website (www.naspers.com).
4. EFFECTIVE DATE
The effective date of the transaction will be on fulfillment of the conditions precedent indicated below.
5. CONDITIONS PRECEDENT
The transaction is subject to a number of conditions precedent, inter alia the approval of the Greek and Cypriot competition authorities and telecommunications regulator; completion of Forthnet's rights issue and fulfillment of certain conditions regarding Forthnet's debt financing facility.
6. WITHDRAWAL OF CAUTIONARY
Shareholders are advised that, as a result of the publication of this announcement, the cautionary announcement is now withdrawn. Shareholders of Naspers are accordingly no longer required to exercise caution when dealing in their Naspers shares.
Sponsor
INVESTEC Bank Limited Investec Bank Limited (Registration number 1969/004763/06)
Important Information:
This announcement contains forward-looking statements. While these forward-looking statements represent our judgments and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These include key factors that could adversely affect our businesses and financial performance. The company will not undertake any obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or any appropriate regulatory authority.
Investors are cautioned not to place undue reliance on any forward-looking statements contained herein.
About Naspers:
Naspers is a multinational media company with principal operations in electronic media (including pay-television, Internet and instant-messaging subscriber platforms and the provision of related technologies) and print media (including the publishing, distribution and printing of magazines, newspapers and books). The group creates media content, builds brand names around it, and manages the platforms distributing the content. Naspers's most significant operations are located in South Africa, where it generates most of its revenues, with other operations located elsewhere in sub-Saharan Africa, China, Russia, central and eastern Europe, the Netherlands, Brazil, the United States of America and Thailand.
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