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MOSCOW, September 25. /TASS/. CTC Media sells 75% stake for $200 mln to UHT holding company of Alisher Usmanov and Ivan Tavrin, CTC Media said Friday.
"CTC Media Board of Directors is going to recommend the company’s shareholders to approve the deal at an extraordinary meeting that is going to be held at the earliest opportunity. The deal is expected to be completed before the end of December 2015," the statement said.
CTC Media restructuring is due to the new restrictions for foreign investment in Russia: in 2016, foreign companies or citizens cannot own or control over 20% of the media.
MTG Russia, the company’s largest stockholder that holds around 38% of the company’s common stock has indicated that it is prepared to support the transaction "based on the terms of the agreement with UTH and the ability of the company to return value to stockholders."
"The Board currently anticipates that the amount that will be available to stockholders (other than Telcrest, for so long as it remains subject to sanctions) would represent a low double-digit premium to the closing price of the Company’s common stock on the NASDAQ Stock Market on September 24, 2015, which was $1.89," the statement said.
It was reported earlier, that the Board of Directors of CTC Media has decided to approve and recommend the deal with UTH in the context of the pending effectiveness of amendments to the Russian law "On Mass Media". This law will, among other things, impose a requirement that at least 80% of the ownership interest in registered mass media in Russia, including television broadcasters, be beneficially owned and controlled by Russian persons or entities, effective January 1, 2016. The current ownership of the CTC group by CTC Media, a Delaware corporation that is now majority-owned by non-Russian entities, would not comply with the requirements of this new law.
CTC Media is a Russian independent media company. The group manages four television channels in Russia (CTC, Domashniy, Peretz and CTC Love) as well as Channel 31 in Kazakhstan. The international version of CTC Channel is available in North America, Europe, Central Asia, Armenia, Georgia, Azerbaijan, the Middle East and Kyrgyzstan. The international version of Peretz Channel is available in Belarus and Kyrgyzstan. CTC Media also owns several digital entertainment media assets including videomore.ru, domashniy.ru, ctc.ru, peretz.ru, and CarambaTV. CTC Media is traded on NASDAQ under the symbol CTCM.
UTH was established following the merger of Media One Holdings Limited’s and Art Finance & Media Limited’s television assets in August 2009. UTH Russia is a commercial television broadcaster operating in Russia. Its main assets are U Channel, Disney Channel, and the cable channel MUZ-TV. U Channel and Disney Channel broadcast in more than 800 towns and localities in Russia and reach the majority of the measured television audience of the Russian Federation. UTH Russia also owns ClipYou, a new web portal offering licensed music videos. UTH was established following the merger of Media One Holdings Limited’s and Art Finance & Media Limited’s television assets in August 2009.
CTC Media net profit under US GAAP decreased by 23% to 3.716 bln rubles ($60.16 mln) in 2014, according to the company’s report. In the Q4 of 2014 net income fell by 66% to 502 mln rubles ($8.12 mln).
Total operating revenue for 2014 increased by 3% and reached 27.2 bln rubles ($440.35 mln). Advertising revenue increased by 4% to 26.7 bln rubles ($432.26 mln). Adjusted OIBDA decreased by 10% to 7.8 bln rubles ($126.57 mln). OIBDA margin totaled 28.6%.
Swedish holding Modern Times Group (MTG) owns 37.9% in CTC Media according to the data on the CTC website as of September, 2013. Telcrest Investments Ltd owns 25%, 36% are trading at NASDAQ since 2006.