Ströer Out-of-Home Media AG / IPO

02.07.2010 16:27

Dissemination of a Corporate News, transmitted by
DGAP - a company of EquityStory AG.
The issuer / publisher is solely responsible for the content of this announcement.

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PRESS RELEASE
Cologne, July 2, 2010

Ströer Out-of-Home Media AG plans IPO on July 15, 2010

  - Price range of offered shares fixed at EUR 17.00 to EUR 24.00

  - Subscription period from July 5 through July 13, 2010

  - Gross proceeds planned to be generated for the company from a capital
    increase, amounting to approximately EUR 275 million, have been
    earmarked for strategic acquisitions, product innovations and for
    optimizing its capital structure

  - Placement by Cerberus in the amount of around EUR 70 to EUR 100 million

  - Principal shareholders Udo Müller and Dirk Ströer remain majority
    owners and will be making additional investments in new shares

  - Issue volume up to approximately EUR 412 million including Greenshoe

Ströer Out-of-Home Media AG ('Ströer'), one of the leading providers of
out-of-home advertising in Europe, headquartered in Cologne, has defined
the general terms and conditions for the planned stock offering together
with the shareholders and the syndicate banks. The period during which
interested investors can subscribe to the shares begins on July 5 and is
expected to end on July 13, 2010. The price range is EUR 17.00 to EUR
24.00. The initial listing of the shares on the regulated market (Prime
Standard) of the Frankfurt Stock Exchange is scheduled for July 15, 2010.
The shareholders of Ströer, Udo Müller (co-founder and Chief Executive
Officer) and Dirk Ströer (member of the supervisory board and the son of
the second co-founder, Heinz Ströer), will not be selling any shares in the
IPO. Both shareholders, together with Chief Financial Officer Alfried
Bührdel, will be subscribing in the offering to approximately EUR 5 million
in shares at the issue price. Following the IPO, Udo Müller and Dirk Ströer
will hold the majority in the company. The free float after the IPO, upon
full placement of all offered shares at the midpoint of the price range
including the Greenshoe option, will amount to around 45 percent.

'Because of its strong market position, its solid business model and the
structural growth prospects for out-of-home advertising, I view Ströer as
an attractive investment. For this reason, I am not going to sell my shares
in the company but subscribe to new ones instead,' says Udo Müller.

Offer structure
Depending on the final offer price of the shares, the number of new shares
resulting from the capital increase will be fixed in such a manner as to
ensure that the company receives gross proceeds amounting to approximately
EUR 275 million. At the midpoint of the price range, the company would be
issuing 13,414,635 new shares as part of the capital increase.
Additionally, 4,156,238 shares will be offered held by financial investor
Cerberus after exercising its existing option. This option to receive 15
percent of the capital stock prior to the IPO was granted to Cerberus in
2004 for supporting Ströer in its acquisition of Deutsche Städte Medien
GmbH. Cerberus intends to exercise this option and to sell all shares in
the IPO. The volume of this placement will reach between approximately EUR
70 and EUR 100 million depending on the issue price of the shares. Upon
exercise of the Greenshoe option granted to the syndicate banks, additional
shares through a capital increase from authorized capital could be issued.
This would lead to additional gross proceeds for the company of up to some
EUR 37 million. The issue volume could thus reach a total of up to
approximately EUR 412 million. The company has committed itself to comply
with market protection agreements and limitations on disposal (lock-up) for
a period of six months following the IPO. Udo Müller, Dirk Ströer and
Alfried Bührdel have entered into a corresponding agreement with the
syndicate banks for a period of 12 months.

IPO proceeds earmarked for strategic acquisitions, product innovations and
optimization of the capital structure
A substantial share of the net proceeds of the IPO is to be used for the
realization of strategic acquisitions. This includes the increase in the
stake in the Turkish joint venture Ströer Kentvizyon from 50 to 90 percent
and the acquisition of the Polish out-of-home advertising company News
Outdoor Poland. A further share of the net issue proceeds is to be used to
accelerate Ströer's organic growth. Specifically, Ströer plans the rollout
of its new products 'Outdoor Channel' and 'Scroller 5000 Premium
Billboard'. The 'Outdoor Channel' is a free standing digital advertising
medium to display video footage used in the field of indoor advertising.
'Scroller 5000 Premium Billboard' is a product that features a scrolling
technology with backlighting of large-scale posters in glass vitrines and
is to be deployed mainly in high traffic locations. In addition, the
company intends to use the proceeds generated to reduce its net debt level,
to optimize the capital structure and increase financial flexibility.

Further details on the offering
The initial listing of the shares on the regulated market (Prime Standard)
of the Frankfurt Stock Exchange is scheduled for July 15, 2010 under the
trading symbol SAX. The international securities identification number
(ISIN) is DE0007493991, and the German securities code number (WKN) is
749399. J.P. Morgan and Morgan Stanley will be acting as joint bookrunners.
The syndicate of banks includes Commerzbank, Crédit Agricole and WestLB as
co-lead managers. Interested investors can submit their offers at the
branch offices of these banking institutions as of July 5, 2010. Generally,
it is also possible to subscribe to shares via a bank that is not
represented in the syndicate. The offering period for private investors is
expected to end on July 13, 2010 at 12:00h CEST and for institutional
investors at 16:00h CEST. The securities prospectus of Ströer Out-of-Home
Media AG was approved by the German Federal Financial Supervisory Authority
(BaFin) on July 2, 2010. The securities prospectus is available for
download from the company's website (www.stroeer.com) and can also be
obtained free of charge during regular office hours from the company's
headquarters at Ströer Allee 1, 50999 Cologne. The issue price of the
shares will be announced with an ad-hoc release.

- First trading day: July 15, 2010

- Subscription period: July 5 through July 13, 2010

- Price range: EUR 17.00 to EUR 24.00

- Issue volume: up to approximately EUR 412 (upon full exercise of the
  Greenshoe option)

- Capital increase: Gross issue proceeds of about EUR 275 million,
  additional up to approximately EUR 37 (upon full exercise of the 
  Greenshoe option)

- Type of issue: Public offering of shares in Germany and Luxembourg as
  well as private placements outside Germany and Luxembourg

- Stock exchange: Frankfurt Stock Exchange

- Market segment: Regulated market (Prime Standard) 

- ISIN: DE0007493991

- WKN: 749399

- Free float after IPO: The free float upon full placement of all offered
  shares at the midpoint of the price range (on full exercise of the
  Greenshoe option) will amount to around 45 percent.

- Syndicate banks: J.P. Morgan und Morgan Stanley (joint bookrunners) as
  well as Commerzbank, Crédit Agricole and WestLB (co-lead managers)

- Lock-up: Company: 6 months
           Udo Müller, Dirk Ströer and Alfried Bührdel: 12 months

 
About Ströer 
Ströer Out-of-Home Media AG is a specialist for all forms of outdoor
advertising - ranging from classic posters, advertising in waiting areas
and mass transit to digital and interactive media. The company markets over
280,000 advertising spaces and is one of the leading out-of-home
advertisers in Europe: In terms of sales revenue, Ströer is the leader in
its core markets of Germany, Turkey and Poland (following the acquisition
of News Outdoor Poland). In these markets the company provides its clients
with extensive networks for nationwide advertising campaigns. The Ströer
Group has some 1,400 employees at over 60 locations. The company's
portfolio comprises a variety of different outdoor advertising products. In
terms of advertising media and street furniture, the company values top
quality, innovation and superior design. With its products, Ströer sets new
standards of design of public spaces. Ströer street furniture has already
received 26 international awards. More information about the company is
available at www.stroeer.com


Disclaimer
This press release does not constitute an offer of securities sale in the
United States of America, Canada, Australia, Japan or other jurisdictions
in which offers are subject to legal restrictions. The securities referred
to in this press release may not be sold or offered for sale in the United
States of America under the regulations of the U.S. Securities Act of 1933,
as amended, absent registration or an applicable exemption from
registration. Subject to certain exemptions in accordance with the
Securities Act, the securities referred to in this announcement may not be
sold or offered for sale in Australia, Canada or Japan or to or for the
account of Australian, Canadian or Japanese persons. No registration of the
offer or sale of the securities referred to in this announcement in
accordance with the respective legal requirements in Canada, Australia and
Japan takes place. No public offer of securities is made in the United
States of America.

This press release is for promotional purposes only and does not constitute
a prospectus. Interested investors should make their investment decision
regarding the securities referred to in this announcement exclusively on
the basis of information from a securities prospectus related to the offer
of these securities published by the company and approved by the
Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Following
publication the securities prospectus will be available for free from
Ströer Out-of-Home Media AG (Ströer Allee 1, 50999 Cologne, Germany) or
from the www.stroeer.com website.

This press release contains forward-looking statements based on current
expectations and assumptions by the management of Ströer Out-of-Home Media
AG. Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may result in the profit situation,
profitability, performance or the profit of Ströer Out-of-Home Media AG
deviating substantially from the profit situation, profitability,
performance or the profit expressly or implicitly assumed or described in
these forward-looking statements. In view of these risks, uncertainties and
other factors, the recipient of these documents should not inappropriately
rely on these forward-looking statements. Ströer Out-of-Home Media AG
assumes no obligation to update such forward-looking statements or to make
them conform to future events and developments.




Press contact: 
Ms Petra Kaiser
Ströer Out-of-Home Media AG
Corporate Communication
Ströer Allee 1 | D-50999 Cologne
Telephone: +49 (0)2236 - 96 45-246
Fax: +49 (0)2236 - 96 45-6246
E-Mail: pkaiser@stroeer.de

IR contact: 
Mr Stefan Hütwohl
Ströer Out-of-Home Media AG
Director Group Finance and Investor Relations 
Ströer Allee 1 | D-50999 Cologne 
Telephone: +49 (0)2236 96 45-338  
Fax: +49 (0)2236 96 45-6338 
E-Mail: ir@stroeer.de








02.07.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP.
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