press release iti group

press release iti group
press release online at www.itiholdings.com and www.iti.pl
Canal+ Group, ITI Group and TVN Group
Receive Unconditional Merger Clearance from the Polish Office
of Competition and Consumer Protection
Luxembourg 14 September 2012 – ITI Holdings S.A. (“ITI Group”), the leading Polish
media and entertainment group, announces that today the Polish Office of Competition and
Consumer Protection (“UOKiK”) issued the unconditional consent to the acquisition by Canal+
Group of a 40% interest in N-Vision B.V. creating a strategic partnership with ITI Group on its
controlling stake in TVN and for the merger of the Cyfra+ and ‘n’ pay-TV platforms.
The two decisions were preceded by thorough and detailed antimonopoly proceedings
launched in April 2012. The consent allows Canal+ Group, ITI Group and TVN to finalize the
strategic alliance signed on 18 December 2011 and it is expected that closing will happen by
the end of this year at the latest.
Wojciech Kostrzewa, CEO of ITI Group, stated: “In its analysis UOKiK reviewed all
relevant aspects of the transaction concluding that the pay-TV merger between Cyfra+ and ITI
Neovision follows a sound business rationale and provides value to Polish consumers, while
at the same time the ITI Group enters into a strategic partnership with one of the leading
European Media Groups.”
Markus Tellenbach, CEO of TVN Group, commenting on the UOKiK’s decision said:
“This consent is great news and an important step forward for TVN Group and its
stakeholders, opening a new stage in TVN’s business model following the successful build up
of the ‘n’ platform. The merger of ‘n’ and Cyfra+ will commence immediately after closing the
transaction in order to streamline joint operations and to deliver planned synergies as soon as
possible. The decision is an important milestone towards a successful closing of the
transaction. Our investors can now rest assured that the transaction is fully on track and we
are committed to deliver benefits from the merger as expected.”
Press Contacts
For further information please contact
Emilia Ordon
ITI Corporation Sp. z o.o.
ul. Wiertnicza 166
02-952 Warsaw
Phone
+48 22 453 34 44
Fax
+48 505 555 937
e-mail
emilia.ordon@iti.pl
Romano Fanconi
ITI Services Ltd.
Beustweg 12
8032 Zurich
Phone +41 44 258 88 88
Fax
+41 44 258 88 44
e-mail romano.fanconi@itiholdings.com
ITI Group Press Release – 14 September 2012
Page 1 of 5
About ITI GROUP
The ITI Group is the leading Polish media and entertainment group, active in television broadcasting, online,
multiplex cinema operations, theatrical distribution and football.
Television Broadcasting
The ITI Group conducts its television broadcast operations primarily through TVN Group, one of Poland’s largest
commercial television networks. The TVN Group owns and operates ten television channels, and is listed on the
Warsaw Stock Exchange (WSE ticker: TVN).
TVN is the principal free-to-air channel recognized in the Polish market as a leading
broadcaster of high quality entertainment and comprehensive independent news. TVN reaches
93% of households in Poland.
TVN7 is an entertainment channel that complements TVN’s offer by broadcasting feature films
and television series. The channel reaches 74% of households in Poland.
TVN24 channel is the leading 24-hour news and current affairs television channel in Poland,
reaching 61% of households in Poland.
TVN CNBC is a business news channel launched in cooperation with CNBC Europe. The
channel reaches 55% of households in Poland.
TVN Meteo is Poland’s first dedicated weather channel reaching 59% of households in Poland.
TVN Turbo is Poland’s first thematic channel targeting men and at the same time dedicated
mainly to motorization. The channel reaches 60% of households in Poland.
TVN Style is a thematic channel focused on life styles, health and beauty aimed at women. The
channel reaches 60% of households in Poland.
ITVN is a television channel that targets viewers of Polish origin living abroad. It is available in
Europe, Northern America and Australia.
Telezakupy Mango is the only, all day, teleshopping channel in Poland, reaching 58% of
households.
NTL is a local television channel addressed to residents of Radomsko and surroundings.
TVN Group also owns TVN News & Services Agency, broadest media services agency
operating in Central and Eastern Europe and the only one in the region to offer full complexity
services.
Religia.tv is a thematic channel focusing on religious, cultural and ethical topics. Broadcasting
18 hours a day, the channel reaches 8.3 mio viewers via all major cable and local networks
across Poland. Religia.tv is also available on the digital platforms: n, Cyfra+, Polsat Cyfrowy
and Telewizja na karte, and in the USA on the DISH Network satellite platform.
ITI Group Press Release 14 September 2012
Page 2 of 5
Digital Platform
In October 2006 the ITI Group launched “n” Poland’s state of the art digital platform. It is the first satellite
platform in Poland and central-eastern Europe to offer HD channels, Personal Video Recorder (PVR) and Video
on Demand (VOD) in one. As the first platform in Poland, has launched a 3D service - nShow3D to guarantee
the "third dimension of entertainment."
Pay-tv platform n offer gives the largest selection of programs among all digital platforms in Poland. It includes
27 HD channels as well as some own-produced channels.
Pay-tv platform n is an unchallenged leader in the most up-to-date TV technologies available in the Polish
market. Along with riche program offer, pay-tv platform “n” is also about some innovative services, including:
set-top-box equipped with 500 GB disc, nPORTAL – six theme information services available after connecting
your recorder to internet; nRADIO and nRADIO HD featuring 5.1 sound; and the most advanced EPG offering
some unique and easy to operate features. Pay-tv platform n is available in nationwide points of sale, an online
shop and through a call center.
n production channels
nSport - available in HD and Dolby Digital - is a high end quality sport channel
featuring an unique information journalistic profile.
Wojna i Pokoj is dedicated to Russia’s big cinema movies, country - classics and
current movies, series and documentaries. The channel is also available in HD.
Premium channels providing a unique blend of the most popular Hollywood movies,
top sport events such as the UEFA Champion’s League and the UEFA Europa
League, music concerts by international stars as well as other television programs
broadcast in 3D. The n Premium channels provide the most extensive range of
cinema hits and hot premieres from major film studios such as 20th Century Fox,
Monolith Films – Poland’s leading independent producer, Paramount Pictures, as
well as series from Warner Bros and CBS.
MGM HD offers a programming offer based on the world’s largest film library
dedicated to the cinema enthusiasts as well to viewers who appreciate outstanding
entertainment.
ITI Group Press Release 14 September 2012
Page 3 of 5
Online
The ITI Group conducts its online activities through Grupa Onet S.A. operating www.onet.pl - Poland’s leading
portal. Grupa Onet S.A. is the operator of some of Poland’s most popular internet destinations, such as
Sympatia.pl - Poland’s leading internet dating service, Onet Blog - Poland’s No. 1 Blog site, Onet Video and
zumi.pl - Poland’s first web based location service. Grupa Onet S.A. is a wholly owned subsidiary of TVN S.A.
TVN Group owns Onet.pl, which is the largest and the most popular internet medium in
Poland. Onet.pl is the internet leader in Poland in core content: business, finance, law,
news,socio-political journalism; media; sport; touristic.
Sympatia.pl – the most popular dating service in Poland.
Zumi is a service combining the features of map services, online directory and yellow pages.
Vod.onet.pl – is the most popular „video on demand” service in Poland, providing a rich
program offer including Polish and oversees series, TV shows, documentaries, cartoons and
feature films.
Plejada.pl - an interactive multimedia site dedicated to show business.
It is the first project on the Polish market available immediately on launch via three platforms
– Internet, mobile phones and “n” platform.
tvn24.pl - the first news portal in Poland, which combines text, voice and video. The web site
contains extensive video content related to the most important events in Poland and all over
the world. The portal features paid access to the on-line broadcast of the TVN24 channel as
well as information and materials that haven’t been broadcast on television.
tvnwarszawa.pl - a media project dedicated to Warsaw and its residents. TVN Warszawa
focuses on life in Poland's capital, providing high quality news and entertainment
programming.
Entertainment and Publishing
The ITI Group operates in its entertainment group Multikino and ITI Cinema showing the latest movies and
bringing a new cinema experience. Legia is Poland’s most reknown football club having a longstanding history.
Multikino is one of Poland’s leading multiplex cinema operators. With prime locations and a
wide offering of feature films, Multikino currently operates 26 multiplex cinemas with 223
screens in Poland, an 8-screen cinema in Riga, Latvia and a 7 screen cinema in Vilnius,
Lithuania.
ITI Cinema is part of Multikino active exclusively in theatrical distribution. ITI Cinema is a
leading distributor of Polish movies complemented by international productions from a
number of independent studios. ITI Cinema not only distributes Polish feature films but has
become active in their production and has frequently been a co-producer.
Legia, founded in 1916 represents Poland’s most recognized soccer club both domestically
and abroad. Legia is the all time league leader having won the Polish Championship 8 times,
the Polish Cup 15 times and winning other trophies.
ITI Group Press Release 14 September 2012
Page 4 of 5
***
Visit the ITI Group main website: www.itiholdings.pl and www.iti.pl
Further ITI Group websites: www.tvn.pl
www.onet.pl
www.n.pl
www.multikino.pl
www.legia.com
***
Forward-Looking Statements
This Press Release includes Forward-Looking Statements relating to our future performance and
anticipated developments in the television broadcasting and production industry, and in the entertainment,
cinema and online industries. Forward-Looking Statements include statements on the launch and development
of “n” a new generation digital platform and any statements and intentions related thereto. Further forwardlooking statements in particular include, but are not limited to, our estimates regarding our overall operational
and specific entity operational development, our ability to successfully launch and introduce online services as
well as paid online offerings, in addition to entering in to new agreements in connection with the disposal of
ITI Group’s assets and the creation of new debt instruments. We may make forward-looking statements in future
filings with governmental and regulatory authorities, and in written material, press releases and oral statements
issued by us or on our behalf. Forward-looking statements include statements regarding our intent, belief or
current expectations or those of our officers (including statements preceded by, followed by or that include
forward-looking terminology such as “may”, “will”, “should”, “believes”, “expects”, “anticipates”, “estimates”,
“continues”, or similar expressions or comparable terminology) with respect to various matters.
It is important to note that our actual results in the future could differ materially from those anticipated in
these forward-looking statements depending on various important factors. Some of these factors include: the
effects of, and changes in, government policy and regulatory requirements; the ability to receive governmental
approvals necessary in order to complete the transactions; the effects of, and changes in, regulation and
government policy; the effects of changes in the general economic environment; the effects of changes in
advertising spending growth; the effects of changes in entertainment spending growth; the timely development
and acceptance of our new channels, stations, multiplex cinemas, web-sites and/or services; the effects of
technological changes in broadcasting and internet technology; developments in the capital markets; may affect
our performance of the obligations described in this release; and our success at managing the risks that arise
from these factors.
All forward-looking statements in this press release are based on information available to us on the date
hereof. We do not undertake to update any forward-looking statements that may be made by us or on our behalf,
in this press release or otherwise.
For the complete list of awards visit ITI Group website: www.itiholdings.pl and www.iti.pl
END OF PRESS RELEASE – 5 PAGES
ITI Group Press Release 14 September 2012
Page 5 of 5
UOKIK GIVES CONSENT TO ITI/CANAL+
ITI and Canal+ will jointly set up a satellite platform. The President of UOKiK has
issued two consents to implement transactions between these undertakings. Upon
request of participants to the concentration, the case was referred by the
European Commission for consideration of UOKiK
[Warszawa, 13th September 2012] Under the law, a transaction is subject to notification
to UOKiK if it involves undertakings whose total turnover in the year preceding the
notification exceeded EUR 1 billion worldwide or EUR 50 mln in Poland. The European
Commission also has the power to examine market effects of mergers and acquisitions – it
inspects transactions where the total worldwide turnover of all participants amounts to a
minimum of EUR 2.5 billion.
Whenever implementing such transaction may significantly affect the competition of a
given state, the participants to concentraction of a Community dimiension may request the
EC to have the effects of the transaction examined by the member state. Under such
circumstances, the European Commision can refer the case to the national antimonopoly
authority, which assesses the effects of a given transaction. However, undertakings rarely
benefit from this privilege. In the years 1990-2011, it took place only in 67 out of nearly 5
thousand transactions notified to the European Commission. As far as Poland is concerned,
this is the first request concerning taking over the case by UOKiK.
Taking into account the fact that the transaction involves only the Polish market, the case
was referred to UOKiK. According to the European Commission, the Polish antimonopoly
office has a significant experience in examining the tv and advertising sectors, which has
reflected in decisions issued in this respect to date. UOKiK agreed to handle the case.
In connection with the notified transaction, since April 2012 UOKiK has conducted two
proceedings in concentration cases. One concerned the takeover of N-Vision by Groupe
Canal+, which is to be exercised jointly with ITI Holdings. The second – taking control by
Groupe Canal+ and TVN over the entity created by merging Canal+ Cyfrowy and ITI
Neovision, which will allow for joining the activity of satellite platforms.
Groupe Canal+ belongs to the international group Vivendi. It operates mainly in France,
and deals with the production, distribution and marketing of tv channels and services
provided by any types of media platforms. In Poland it operates under a company Canal+
Cyfrowy, providing pay tv services available via the satellite platform Cyfra+. Additionally,
it is a distributor of over 100 tv and radio channels, including these broadcast by
companies of Vivendi group, e.g. Canal+, Ale kino, or Mini Mini+.
TVN is a dependent undertaking of N-Vision, dealing inter alia with broadcasting general
use channels and licensing the paid ones such as TVN24 and TVN Turbo. Moreover, it
controls a number of companies, including ITI Neovision, the operator of satellite platform
n. Both N-Vision and TVN constitute a part of ITI Holdings capital group.
Taking a joint control by Groupe Canal+ over N-Vision will take place as a result of
acquiring the minority package of shares amounting to 40% and certain rights entitling to
exercise joint control. As regards the second transaction, the assets of Canal+Cyfrowy,
following its transformation into a joint stock company, will be transferred to ITI Neovision
for the exchange of shares in the increased initial capital.
The inspection of UOKiK revealed that concentrations will most powerfully affect the
domestic markets of granting licenses to pay tv channels as well as access services to pay
tv and tv commercial. However, none of these markets will experience the significant
restriction of competition – participants of the transaction will have to compete with other
entities. For this reason the President of the Office has given her consent to both
concentrations.
In the event the concentration to which consent was issued has not been implemented
within 2 years from the date of issuance, then such decision is no longer valid. The website
of UOKiK contains the data on all antimonopoly proceedings in concentration cases. For
more information on concentration rules, please follow the specially drawn up materials.
Additional information:
Ma!gorzata Cieloch, Spokesperson for UOKiK
Department of International Relations and Communication
Pl. Powsta"ców Warszawy 1, 00-950 Warszawa
Tel. +48 22 827 28 92, 55 60 106, 55 60 430
Fax +48 22 826 11 86
E-mail: malgorzata.cieloch@uokik.gov.pl