TS News - Canal+ And Nethold To Merge

TELE-satellit News, 8 September 1996

Canal+ And NetHold To Merge
  BRUSSELS, Belgium, 96/09/06 (TS) -- Canal Plus, Richemont and MIH have
reached an agreement to merge their Canal+ and NetHold units. The merger
will make two of Europe and Africa's largest pay TV groups into one of the
largest television groups in the world. In the field of pay TV, the two
count 8.5 million subscribers between them.

  The group will have a significant position in France, Italy, Spain,
Scandinavia, Benelux and Germany as well as an established presence in
several growing markets in Central Europe.

  At an announcement of the merger, the two said, "By combining their
respective strengths and expertise, they will create a new entity able to
meet the challenge of digital television, to convey the benefits of
multichannel television to the viewers throughout Europe and to compete
successfully on a world wide basis.

  The transaction has the full support of the company's main shareholders:
Havas, Compagnie Generale des Eaux, Societe Generale, and Caisse des Depots
for CANAL+ and Richemont and MIH for NetHold, and remains subject to
regulatory and shareholders' approval.

  At a joint conference in Paris, Johann Rupert, CEO of Richemont and
Chairman of NetHold, said: "Over the past 4 years NetHold expanded rapidly
across Europe. Our initial investment in FilmNet and Telepiu was augmented
by significant organic growth. I welcome this merger as an opportunity to
increase our involvement in the industry. I look forward to participate with
my fellow shareholders in building one of the top media groups in the world."

  Pierre Lescure, Chairman and CEO of CANAL+, said: "The growth potential of
our new group is phenomenal.  The combination of relatively immature pay-TV
markets where NetHold is present and the introduction of digital tv offers
superb opportunities both to increase our subscriber base, and to distribute
our programming software across a wider territory.  I cannot think of a
better strategic fit for CANAL+ and I look forward to the challenge of
leading our new Group into the era of digital television."

  Prior to the completion of the merger, NetHold will transfer its
operations in Africa, the Middle East, and the Eastern Mediterranean (Greece
and Cyprus) to MIH, the South African group which currently owns 50% of
NetHold.  These operations will continue to cooperate with the new merged
entity in the fields of technology and rights acquisitions.

  CANAL+ will acquire 100% of NetHold's capital from Richemont and MIH in
exchange for 6.1 million new CANAL+ shares and a cash payment of US$ 45
million.  As a result of the share issue Richemont and MIH will own 15% and
5% of CANAL+ share capital respectively. Havas, Compagnie Generale des Eaux
and Richemont together with MIH will each have three seats on CANAL+'s Board
of Directors.

  As NetHold's operations are currently in a significant growth phase,
particularly in view of the roll-out of digital broadcasting, NetHold is
expected to incur operating losses until 1998 and reach break-even in
operating terms during 1999. Significant profits and cash generation are
expected from the year 2000 onwards.  CANAL+'s strong cash flow will support
the attractive investment opportunities of the combined entity, while
allowing its dividend per share to remain unaffected.

(c)TELE-satellit 1996. All rights reserved.

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