Axel Springer and agree on a friend...

PR Newswire/Les Echos/

- Communiqué -

  Axel Springer and agree on a friendly Revised Offer at EUR38.05

Supervisory Board of recommends to the shareholders of
                  to tender their shares to the Revised Offer

  Cancellation of the extraordinary general meeting of convened on
                             the 20 January 2011

Berlin/Paris, 18 January 2011. Following an agreement reached between the two
groups, Axel Springer announced that it will file a friendly revised offer for
the shares of at a price of EUR38.05 per share (the "Revised
Offer"). This price represents a premium of nearly 12% compared to the price 
of the initial offer filed by Axel Springer on 28 September 2010 (the "Initial

The Revised Offer will include a minimum acceptance threshold, set at 50.01%
(including Axel Springer's current 12.4 % stake) of the share capital and 
voting rights of, below which the Offer will be unsuccessful.

The Revised Offer is part of an agreement reached by Axel Springer and on 17 January 2011, which also includes the following 

- the commitment of the Supervisory Board of to recommend the 

- the cancellation by the Supervisory Board of the extraordinary general 
  meeting of (the "EGM") convened to vote on the proposed 
  limitation of voting rights;

- the withdrawal by of its appeal before the Court of Appeal of
  Paris against the clearance decision of the Autorité des marches financiers
  (the "AMF") dated 29 November 2010, in relation to the Initial Offer and any
  legal action against the Initial Offer;

- the Supervisory Board of will be composed of a majority of 
  members designated by Axel Springer, provided the Revised Offer is 
  successful, and at least three independent members designated by the current
  Supervisory Board of;

- the implementation of a five-year incentive scheme ("plan d'intéressement")
  to the benefit of the management team of, provided the Revised 
  Offer is successful.

The Supervisory Board of, which met on 17 January 2011, considered
that the Offer price is now within the range of the independent expert's 
report. The Board also acknowledged the provision of a minimum acceptance 
threshold set at 50.01% (including Axel Springer's current 12.4 % stake) of 
the share capital and voting rights of Given the improvement of 
the terms and conditions of the Revised Offer, the Supervisory Board has 
unanimously declared the Revised Offer in conformity with the interests of the
group, its shareholders, its customers and its employees, and should therefore
be regarded as friendly. The Supervisory Board recommends that the 
shareholders tender their shares to the Revised Offer.

In addition, the Supervisory Board of has decided, in accordance
with the provisions of the agreement to:

- cancel the EGM convened on 20 January 2011;

- withdraw its appeal before the Court of Appeal of Paris against the 
  clearance decision of the AMF on to the Initial Offer.

Axel Springer will shortly file, with the AMF, an additional offer document in
accordance to the provisions of Article 232-9 of the AMF General Regulations.

Ralph Büchi, President Axel Springer International at Axel Springer AG: "The
agreement paves the way for a transaction based on mutual consent between Axel
Springer and the Board and management of Our intention has been
friendly from the beginning, and we strongly believe that it is in the best
interest of all parties involved that we move ahead on agreed terms. This is
especially true for the management and employees of, who will now 
be able to fully focus on the business and continue with their excellent work.
Following a careful assessment, the recent share price developments of the 
peer group as well as's recent upward revisions of their financial
targets led us to reconsider our offer price, which is now even more 
attractive for the shareholders of"

M.. Geoffroy Roux de Bezieux, Vice-Chairman of the Supervisory Board, said: 
"The Supervisory Board of welcomes this agreement which provides 
for a significant improvement of the valuation of group, the corporate 
governance and incentivization of the management compared to the Initial Offer
of Axel Springer. It enables to benefit from the support of a 
significant shareholder for its long term development strategy."

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Contacts             Brunswick
Relations investisseurs :        Marie-Laurence Bouchon
Laurence Bégonin Maury           Alexandra van Weddingen
Tel : 01 53 38 29 00             Tel : 01 53 96 83 83
[email protected]

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