Grupo Clarín S.A. publishes Information Statement regarding Split-up of
its Cable Television and Internet Segment
Buenos Aires, September 15, 2016.
Grupo Clarín S.A. ("Grupo Clarín") (ARG: GCLA; LSE: GCLA) today announced that it has published a Prospecto de Fusión y Escisión Parcial (the "Argentine Prospectus"), in accordance with the rules of the Comisión Nacional de Valores of the Republic of Argentina (Argentine Securities Commission, or the "CNV"), with respect to the split-up or escisión (the "Split-up") of Grupo Clarín's equity interest in Cablevisión S.A. ("Cablevisión"), the subsidiary that operates Grupo Clarín's cable television, internet and data transmission businesses, into a new Argentine corporation named Cablevisión Holding S.A. ("Cablevisión Holding"). Grupo Clarín will retain all assets and liabilities, and continue with all the activities and operations of its remaining business segments, that are not specifically allocated to Cablevisión Holding.
Grupo Clarín also announced that it has prepared an information statement in English (the "Information Statement") for holders of its Global Depositary Shares and its other shareholders outside Argentina. This Information Statement is also available on Grupo Clarín's website at www.grupoclarin.com/ir , and will also be submitted to the U.K. National Storage Mechanism, where it will be available at www.morningstar.co.uk/uk/NSM.
The proposed Split-up is subject to the final approval of Grupo Clarín's shareholders. An extraordinary meeting of Grupo Clarín's shareholders has been convened for September 28, 2016, to consider and vote on the Split-up and related matters.
Cablevisión Holding will apply to have its shares listed on the Mercado de Valores de Buenos Aires S.A. (the Buenos Aires Stock Market, or "Merval") through the Bolsa de Comercio de Buenos Aires (the Buenos Aires Stock Exchange). In addition, Cablevisión Holding may apply to list its shares in one or more additional foreign stock exchanges. In each case, admission to listing and trading will be subject to approval by the relevant regulatory authority.
The proposed Split-up is subject to obtaining certain regulatory authorizations, approvals or consents, as applicable, including from the CNV, Merval and Inspección General de Justicia de la Ciudad Autónoma de Buenos Aires (the City of Buenos Aires Registry of Public Commerce), among others. Grupo Clarín aims to complete the proposed transaction during the first quarter of 2017.
About Grupo Clarín S.A.
Grupo Clarín is the largest media company in Argentina and a leading company in the printing and publishing, and broadcasting and programming markets. Its newspaper - "Diario Clarín" - is one of the highest circulation newspapers in Latin America. Grupo Clarín is the largest producer of media content in Argentina, including news, sports and entertainment and reaches substantially all segments of the Argentine population in terms of wealth, geography and age.
About Cablevisión S.A.
Cablevisión is the largest operator of cable television services and data cable transmission systems in Argentina and one of the largest providers of cable services in Latin America in terms of number of subscribers. As of June 30, 2016, Cablevisión had 3,89 million active customer relationships, of which 54% received broadband services, 90% received cable services and 44% received both services. Cablevisión also offers wireless mobile services under the Nextel Argentina brand, having 0.9 million post paid subscribers and 0.5 million pre-paid subscribers.
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This press release is not an offer, solicitation or sale of securities in the United States or any other state or jurisdiction, and there shall not be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In particular, securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended.
This press release contains certain forward-looking statements that reflect the current views and/or expectations of Grupo Clarín and its management with respect to future events. We use words such as "believe," "aim," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast," "guideline," "should" and other similar expressions to identify forward-looking statements, but they are not the only way we identify such statements. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this release. Grupo Clarín is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This information is provided by RNS