English Entertainment
Scripps buys majority stake in Polish TV operator for €584 million
MUMBAI: Scripps Networks Interactive, Inc, a developer of lifestyle content for television, Internet and mobile platforms, has entered into an agreement to acquire a 52.7 per cent interest in Poland’s premier multi-platform media company, TVN.
The company has agreed to acquire the stake from ITI and Canal+ Group for an all-cash consideration of €584 million. Scripps Networks Interactive will also assume €840 million of debt. The agreement is subject to regulatory approvals. Following completion, Scripps Networks Interactive will launch a mandatory public tender offer to further increase its ownership interest in TVN, as required under Polish law.
TVN is one of the leading media companies in Poland, with a portfolio of free-to-air and pay TV lifestyle and entertainment channels, including TVN, TVN 7, TVN Style, TTV, TVN Turbo as well as Poland’s leading 24 hour news channel, TVN24, and business news channel TVN24 Biznes i Swiat. The channels enabled TVN to secure a market-leading 22 per cent share of Polish viewing in 2014. TVN Media is Poland’s leading advertising sales house, last year securing a 33 per cent share of the market in advertising revenue for TVN’s own portfolio of channels, as well as selling advertising for a number of other commercial broadcasters in Poland.
“This transaction is an important milestone in the ongoing strategic development of our international business, and provides us with substantial further scale in Europe,” said Scripps Networks Interactive chairman, president and CEO Kenneth W. Lowe.
“Poland is a vibrant media market with significant growth potential. TVN has an incredible portfolio of channels and services, and has delivered consistently strong creative and financial performance under the leadership of Markus Tellenbach. The business will be a strong addition to Scripps Networks Interactive, and we’re looking forward to working with the whole TVN team to achieve our significant ambitions in the region together,” said Lowe.
“This is a credit to the hard work and commitment of every single employee of TVN in building one of the most successful media companies in Poland. Ken Lowe and the team at Scripps Networks Interactive understand the importance of the Polish market, and the value of developing compelling content that connects with consumers. We are delighted to be joining the Scripps Networks Interactive family, and we’re excited about developing and strengthening our business for many years to come,” added TVN S.A. president and CEO Markus Tellenbach.
The acquisition is the latest move in Scripps Networks Interactive’s expansion into Europe. In 2011, the company completed a joint-venture partnership with BBC Worldwide in the United Kingdom for the UKTV portfolio of 10 entertainment and lifestyle channels. Scripps Networks International distributes seven lifestyle brands including HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel, Fine Living and Asian Food Channel, reaching more than 220 million cumulative subscribers in nearly 180 countries and territories across Europe, Middle East, Africa, Asia Pacific, Latin America and the Caribbean.
Scripps Networks Interactive’s financial advisors for the transaction were Barclays and Blackstone Advisory Partners L.P., while legal advice was provided by Latham & Watkins LLP and Domanski Zakrzewski Palinka sp.k.
English Entertainment
Warner Bros. Discovery shareholders approve Paramount deal
Investors wave through a $111 billion megamerger but deliver a stinging, if toothless, rebuke over half-a-billion-dollar goodbye packages
NEW YORK: The shareholders said yes to the deal. They said no to the cheque. At a virtual special meeting on Thursday that lasted barely ten minutes, Warner Bros. Discovery investors voted overwhelmingly to approve Paramount Skydance’s $111 billion acquisition of the company — and then turned around and voted against the lavish exit pay packages lined up for chief executive David Zaslav and his fellow outgoing executives.
Not that it will make much difference. The compensation vote is purely advisory and non-binding. The Warner Bros. Discovery board can, and almost certainly will, pay out as planned.
But the symbolism stings. It is the second consecutive year that WBD shareholders have voted against the executive compensation packages, and this time they had good reason. Zaslav’s exit deal is, by any measure, extraordinary. Under the terms filed with the Securities and Exchange Commission, he is set to receive $34.2 million in cash severance, $517.2 million in equity in the combined company, and $44,195 in continued health coverage — a total of at least $550 million. On top of that, Warner Bros. Discovery has agreed to reimburse Zaslav up to $335 million for taxes assessed by the Internal Revenue Service on his accelerated stock vesting, though the company says that figure will decline depending on when the deal closes. As of March 11, Zaslav also held $115.85 million in vested WBD stock awards — and last month sold a further $114 million worth of WBD shares.
Shareholder advisory firm ISS recommended voting against the compensation measure, citing “problematic” tax reimbursements to Zaslav and the full vesting of his stock awards.
Zaslav will be bound by a two-year non-competition covenant and a two-year non-solicitation of customers and employees after the deal closes.
His lieutenants are not walking away empty-handed either. J.B. Perrette, chief executive and president of global streaming and games, is in line for $142 million, comprising $18.2 million in cash severance and $123.9 million in equity. Bruce Campbell, chief revenue and strategy officer, will receive an estimated $121.5 million, including $18.8 million in severance and $102.7 million in equity. Chief financial officer Gunnar Wiedenfels is set for $120 million, made up of $6.6 million in cash severance and $113.1 million in equity. Gerhard Zeiler, president of international, will get $82.6 million, including $11.9 million in severance and $70.7 million in equity.
The deal itself, clinched in February after Netflix declined to raise its bid for Warner Bros., still needs regulatory clearance from the Justice Department and European authorities. Several state attorneys general are also weighing legal action to block it.
Senator Elizabeth Warren, Democrat of Massachusetts, was unsparing. “The Paramount-Warner Bros. merger isn’t a done deal,” she said after the shareholder vote. “State attorneys general across the country are stepping up to stop this antitrust disaster. We need to keep up this fight.”
If it does go through, the combined entity would be a formidable beast, bringing together Paramount Skydance’s stable — CBS, CBS News, Paramount Pictures, Paramount+, BET, MTV and Nickelodeon — with WBD’s portfolio of HBO, Max, Warner Bros. film and TV studios, DC, CNN, TBS, TNT, HGTV and Discovery+. Paramount has said it expects $6 billion in cost savings from the merger, which is Wall Street shorthand for mass layoffs on a significant scale.
The ten-minute meeting was presided over by chairman Samuel Di Piazza Jr., with Zaslav, Campbell, Wiedenfels and chief communications officer Robert Gibbs in virtual attendance. Di Piazza was bullish. “We appreciate the support and confidence our stockholders have placed in us to unlock the full value of our world-class entertainment portfolio,” he said. “With Paramount, we look forward to creating an exceptional combined company that will expand consumer choice and benefit the global creative talent community.”
Zaslav echoed the sentiment. “Over the past four years, our teams have transformed Warner Bros. Discovery and returned the company to industry leadership,” he said. “Today’s stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders.”
Paramount Skydance struck a similar note. “Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery,” it said in a statement, adding that it looked forward to “closing the transaction in the coming months.”
The shareholders have spoken on the merger. On the pay, they were ignored before the vote was even counted.
