TIDMINM
RNS Number : 4044H
Mediahuis N.V.
31 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
31 July 2019
RECOMMENDED CASH OFFER
for
INDEPENDENT NEWS & MEDIA PLC
by
MEDIAHUIS NV
Completion of the Acquisition of INM by Mediahuis
Mediahuis NV ("Mediahuis") is pleased to confirm the completion
of its acquisition of Independent News & Media plc ("INM") by
means of a Irish High Court sanctioned scheme of arrangement under
Chapter 1 of Part 9 of the Companies Act 2014 which, following
delivery of the Court Order to the Registrar of Companies on 31
July 2019, has now become effective in accordance with its
terms.
Confirmation of management and directorship changes
Following the completion of the acquisition, Mediahuis announces
a number of changes to INM's management and Board of Directors,
effective today, as well as the creation of an Executive
Committee.
- Michael Doorly has resigned as Chief Executive Officer (CEO)
of INM. Mr Doorly, who was appointed CEO in October 2017 and
previously held a number of senior roles within the Company, has
also resigned from INM's Board.
- Marc Vangeel, former CEO of Telegraaf Media Groep (TMG),
succeeds Mr Doorly as CEO of INM. Mr. Vangeel's career in the media
sector spans more than 25 years and includes various roles within
the Mediahuis group. From 2017, he led the successful integration
of TMG into the Mediahuis group as well as strengthening its
operational and financial performance.
- INM's Managing Director of Publishing for Ireland, Richard
McClean, has been promoted to the role of Chief Operations Officer
(COO). Mr McClean has overseen the group's commercial and editorial
teams since March 2018 and before that was Managing Director of INM
in Northern Ireland, responsible for the group's Northern titles
and digital products.
- Peter Vandermeersch, former Editor-in-Chief and director of
the Dutch news media group NRC Media, has been appointed Publisher.
In his role as Publisher, Mr Vandermeersch will be responsible for
the long-term strategy of INM's news titles. He will oversee the
digital transformation of the INM news brands, the continued
development of its print titles as well as their overall brand
positioning. Mr Vandermeersch has spent almost three decades as a
journalist and was editor-in-chief of the Belgian newspaper De
Standaard before taking up his role with NRC in 2010.
- Marc Vangeel, Richard McClean and Peter Vandermeersch will
form a newly created Executive Committee, to which other members of
senior management will report.
- To aid continuity and streamline INM's integration into the
Mediahuis group, Murdoch MacLennan has agreed to remain as Chairman
of INM's Board of Directors.
- Fionnuala Duggan, Kate Marsh and Len O'Hagan have agreed to
remain on INM's Board of Directors. New appointments to INM's Board
of Directors are Thomas Leysen, Chairman of Mediahuis, Gert
Ysebaert, Group CEO of Mediahuis, Paul Verwilt, Chief Operating
Officer of Mediahuis and, Marc Vangeel, incoming CEO of INM.
Catriona Mullane, John Bateson, Kieran Mulvey and Seamus Taaffe
have resigned as directors of INM.
Commenting on the completion of the acquisition, Gert Ysebaert,
Group CEO of Mediahuis, said: "We are delighted to have concluded
the acquisition of INM, which has a long-standing history of
providing high quality journalism to the island of Ireland. I would
like to pay tribute to Michael Doorly for his many years of service
to INM in various capacities, and especially thank him for his
stewardship of INM in recent years during what has been a
challenging transitional period for the company. I wish him every
success in the future. I know that Marc Vangeel, Richard McClean
and Peter Vandermeersch are now looking forward to working with
management and staff to ensure the continued development and
digital transformation of the business as a leading Irish media
company and I wish them well in their new roles. I am also very
grateful to Murdoch MacLennan for agreeing to remain on as
Chairman. His experience and knowledge will contribute to the
future success of the business as it transitions to a private
company."
Also commenting, Murdoch MacLennan, Chairman of INM, said: "On
behalf of the Board of Directors of INM, I am pleased that this
acquisition has now completed, that shareholders will realise cash
for their shareholding and that the business can look forward to an
exciting future under new ownership as part of a leading European
media group. I would like to extend my gratitude to all outgoing
Board members for their hard work and commitment to INM and wish
them the best in their future endeavours. It is a privilege to
remain on as Chairman and oversee the integration of INM into
Mediahuis, as part of which I am confident the company's
operational and digital capabilities will be significantly
enhanced."
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document published by INM on 21 May
2019.
For further information please contact:
Mediahuis
+32 473 55 71
An Steylemans (Head of Mediahuis Group Communication) 48
J.P. Morgan (Financial Adviser to Mediahuis)
Dwayne Lysaght / Gian Piero Sammartano / David
Connern +44 20 7742 4000
Drury Porter Novelli (Public Relations Adviser
to Mediahuis) +353 1 260 5000
Billy Murphy / Cathal Barry +353 87 231 3085
+353 87 227 9281
Statement required by the Takeover Rules
The Mediahuis Directors accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the Mediahuis Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Additional Information
J.P. Morgan Securities plc ("J.P. Morgan") is authorised in the
United Kingdom by the PRA and regulated by the PRA and the
Financial Conduct Authority. J.P. Morgan is acting exclusively as
financial adviser to Mediahuis and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the Acquisition and will not be responsible to
anyone other than Mediahuis for providing the protections afforded
to clients of J.P. Morgan or its affiliates, nor for providing
advice in connection with the Acquisition or any other matter
referred to herein.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of any offer
or invitation, or the solicitation of an offer, to purchase or
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
This announcement has been prepared in compliance with the laws
of Ireland and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside of
Ireland.
General
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Mediahuis disclaims any responsibility
or liability for the violations of any such restrictions by any
person.
Publication on website
A copy of this announcement will be available, free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on Mediahuis' website at www.mediahuis.be
by no later than 12.00 p.m. on the business day following this
announcement. The contents of Mediahuis' website are not
incorporated into, and do not form part of, this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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