DGAP-Ad-hoc: Ströer Out-of-Home Media AG: Ströer AG intends to acquire four online advertising marketers - Move into new business field
Ströer Out-of-Home Media AG / Key word(s): Acquisition
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Ad-hoc Announcement as per § 15 WpHG
Cologne, 16 December 2012
Ströer AG intends to acquire four online advertising marketers - Move into
new business field
The Supervisory Board of Ströer Out-of-Home Media AG, Cologne (hereinafter:
Ströer AG), has approved a purchase agreement for Ströer AG to acquire one
online advertising marketer, as well as a preliminary agreement - not yet
legally binding - concerning the acquisition of three further online
advertising marketers. Both agreements are subject to a number of
conditions precedent, including approval by the Federal Cartel Office. The
two transactions are expected to be closed by the end of April 2013.
For Ströer AG, these transactions mark the entry into a new business field
- online advertising marketing. Once the deals have been completed, Ströer
AG is, alongside its established out-of-home advertising business, also set
to become a strong player in the German online advertising market.
Corresponding amendments to supplement the company's business purpose in
its Articles of Association are planned. To this end, an extraordinary
general meeting is to be held before the end of February 2013.
The Supervisory Board firstly approved the conclusion of a purchase
agreement governing the acquisition of all of the shares in adscale GmbH
(Munich), a trading platform for digital advertising space in Germany. Of
these, 91% will be acquired directly, with purchase options for the
remaining shares. The Supervisory Board approved the deal on the condition
that legally binding agreements are also reached with Media Ventures GmbH
for the transactions set out below before the end of this year.
The other planned transactions involve three share holdings in online
advertisers held by Media Ventures GmbH (Cologne). A corresponding
preliminary agreement has been reached between Ströer AG and Media Ventures
GmbH. This should lead to a legally binding purchase agreement by the end
of this year. The agreement relates to Ströer Interactive GmbH, Hamburg
(100 percent), FreeXMedia GmbH, Hamburg (100 percent) and Business
Advertising GmbH, Düsseldorf (50.4 percent). All three companies are
independent online media marketers with high coverage and specific audience
The three online marketers held by Media Ventures GmbH are to be
contributed to Ströer AG by way of a capital increase in return for
contributions in kind. To this end, an expected total of max. 6.8m new
shares are to be issued to Media Ventures GmbH from authorised capital at
Ströer AG. Media Ventures GmbH is majority owned (51%) by Dirk Ströer, who
also sits on the Supervisory Board of Ströer Out-of-Home Media AG. The
remaining 49% stake in Media Ventures GmbH is held by Udo Müller, Chairman
of the Management Board (CEO) at Ströer AG.
Ms Claudia Fasse
Ströer Out-of-Home Media AG
Ströer Allee 1 | D-50999 Cologne
Telephone: +49 (0)2236 - 96 45-246
Fax: +49 (0)2236 - 96 45-6246
Ströer Out-of-Home Media AG
Director Group Finance and Investor Relations
Ströer Allee 1 | D-50999 Cologne, Germany
Phone: +49 (0)2236 / 96 45-338
Fax: +49 (0)2236 / 96 45-6338
16.12.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Company: Ströer Out-of-Home Media AG
Ströer Allee 1
Phone: +49 (0)2236.96 45 0
Fax: +49 (0)2236.96 45 299
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement DGAP News-Service