CTC Media (NASDAQ:CTCM) has reached final terms for its cash-out merger, and says consideration is coming to $2.05/share for the transaction.
That's in the "lower end of the upper half" of the shareholder-approved rnage of $1.77-$2.19/share that the company spoke about in late March. It had shut down material operations and was awaiting a tax refund determination to make up stockholder consideration.
The total amount available for distribution is expected at $239M and the merger is expected to close in mid-May along with receipt of the tax refund.
The company had sold a 75% interest in its Russian and Kazakh operating businesses to UTH Russia in December.
The stock moved up 1.5% after hours to quote at $2.00/share.
It sold a 75% interest in its Russian and Kazakh operating businesses in December, with the cash-out deal to provide compensation for common stockholders, which was dependent on available cash once the deal came to close.
The company says it's shut down material operations and is waiting on a tax refund from the IRS that will make up part of consideration to stockholders, and with that it expects to complete the merger early in Q2.
The slowdown is set to maximize stockholder consideration -- which CTC Media expcts to be in the lower end of the upper half of the approved range of $1.77 to $2.19 per share. The stock closed up 0.5% today to $1.97.
The company had planned to comply with a Russian Mass Media Law that went into effect Jan. 1 with a sale of a 75% stake to UTH, the vehicle of billionaire Alisher Usmanov, for $200M. The deal was approved in December.
Of the $200M, $50M was held back and subject to adjustment depending on H2 2015 performance. CTC received $42.5M after a reduction, bringing the total consideration to $193.1M.
The company's awaiting a license from the U.S. Treasury to authorize the transaction, and expects the merger will finally close a month after it gets that license.
As for per-share amount going to stockholders, CTC says it's "unable to estimate" but it expects it will be "at the lower end of the upper half of the range approved by stockholders of $1.77 to $2.19 per share." CTC Media's trading at $1.89 on Nasdaq.
CTC Media (CTCM -1.1%), fresh off approving a sale to UTH Russia, says it has appointed Lika Blank to the post of general producer.
Blank, who has been managing the company's TV channels Domashniy and CTC Love, will add responsibility for all the company's channels, including supervising strategic development and production and purchase of content.
In her two years with CTC Media, Blank has taken Domashniy's target-audience share to 4.2% from January's 3.2%, and CTC Love has nearly doubled its share.
CTC Media (NASDAQ:CTCM), up 2.8% today, says its special meeting has resulted in shareholders approving all proposed resolutions, primarily a high-profile sale of 75% of the company.
With a new Russian Mass Media Law restricting foreign ownership going into effect Jan. 1, the company planned to sell the 75% stake to billionaire Alisher Usmanov's UTH Russia for about $200M.
The sale passed with nearly 100% of the voting shares, just under 63% of outstanding shares. A subsequent merger plan designed to return cash to stockholders passed with a vote of 54.4% of outstanding shares.
CTC now expects the sale to UTH will close on Monday, with the merger (of CTC Media and CTCM Merger Sub) to close in Q1.
CTC Media (CTCM +2.3%), trying to close on a sale of 75% of the company to billionaire Alisher Usmanov, is setting details for a Thursday vote at 4 p.m. UK time.
The company says its largest stockholder, MTG Russia, has voted its proxy in favor of all resolutions. The Russian Government Commission responsible for foreign investment into the Russian Federation has OK'd the sale, says CEO Yuliana Slashcheva.
CTC is pursuing the sale, to Usmanov's UTH Russia (for about $200M), to comply with a new law imposing limitations on non-Russian ownership of Russian TV broadcasters that goes into effect Jan. 1.
It's pressing shareholders to vote -- if the sale isn't approved, there likely won't be time to pursue an alternate transaction before the law takes effect.
CTC Media (NASDAQ:CTCM) has posted Q3 results where revenues slipped heavily in dollar terms but also fell in rubles as Russia's TV ad market contracted about 13% overall.
Sales were off 15% in ruble terms, and tumbled 51% in dollars amid the U.S. currency's continued strength.
OIBDA margin was 11.6%, however, and the firm said combined Russian national inventory was almost fully sold out for the quarter.
The company's declining to provide guidance due to "continued limited visibility" for 2015. A deal to sell 75% of the company to Alisher Usmanov's UTH Russia for $200M is set to close in late December.
CTC Media (NASDAQ:CTCM) is up 5.8% premarket after sealing a deal to sell 75% of the company to billionaire Alisher Usmanov's UTH Russia, for $200M.
The deal, in cash, is set to close in late December. The board will convene a special meeting to vote as soon as possible.
Sweden's Modern Times, which owns about 38% of the company's stock, has indicated it's ready to support the transaction, which comes ahead of Russia's foreign-ownership law restricting foreign stakes in mass media to no more than 20%.
The board says it intends to return value in cash to company shareholders after closing, and believes the amount available to stockholders would represent a low double-digit premium to yesterday's closing of $1.89.
Russia's CTC Media (NASDAQ:CTCM) is down 2% after a Q2 earnings report where it stayed profitable -- but net earnings declined 82% to $4.7M, after revenues were halved.
The company points to third-party reports that say the Russian TV ad market was down by 21% (in ruble terms) for the quarter. Forex issues played on results again; revenues dropped 50% in dollar terms, but just 25% in ruble terms.
Revenues did grow sequentially in dollar terms: total revenues up 17%, ad revenues up 16%.
With limited visibility as it billionaire Alisher Usmanov negotiates a controlling stake, the company won't declare a dividend for Q3 and isn't issuing full-year guidance.
A filing by CTC Media (CTCM -4.5%) details the exclusivity period that billionaire Alisher Usmanov's UTH Russia will have to negotiate acquiring a controlling stake of the firm.
UTH will have until Sept. 30 to come to an agreement on a cash offer for 75% of the company. Usmanov has offered $200M for the stake.
If CTC Media gets a superior offer, UTH has the right to match the material terms, and would get reimbursed for transaction-related expenses. In addition, after a binding offer, UTH would get a $5M bonus if CTC Media backed out.