A takeover approach from Constantin Medien’s supervisory board chairman, Dieter Hahn, for the German media company and subsidiary Highlight Communications has been rejected by the latter entity.
The news comes as the latest development in the battle for power at Constantin, which was sparked by a tumultuous annual general meeting last month.
In a statement, Constantin said Hahn intended to submit takeover bids to all the shareholders of Constantin Medien at a price per share of €2.30 ($2.15) and, respectively, except for the Highlight Communications shares of Constantin as well as Highlight’s own shares, to all the shareholders of Highlight Communications AG at a share price of €6.
Constantin said the offer was framed in order to “prevent further damage caused by shareholder disputes”. However, Highlight Communications, which operates film, sports and event marketing operations, said in a statement: “He (Hahn) attaches two conditions to an actual future offer: a) the performance of due diligence, and b) the reversal of a loan between Constantin Medien AG and Stella Finanz AG, Glarus.
“Dr. Dieter Hahn did not provide any proof of the necessary funds for an offer of this kind. In this regard, the Board of Directors of Highlight Communications AG notes the following: If Dr. Hahn, KF15 GmbH and DHV – or any other third party – actually publish a takeover bid in the future that is formulated in accordance with the applicable regulations and approved by the German Federal Financial Supervisory Authority (BaFin) after furnishing proof of sufficient funds, then the Board of Directors of Highlight Communications AG will duly deal with this bid in the interests of the company and all shareholders.
“Dr. Dieter Hahn demonstrably did not submit such a bid satisfying the legal requirements today. It is not clear that he can furnish proof of funds, nor is his ‘bid’ based on serious conditions.”
Constantin Medien last month said it planned to launch a second free-to-air sports channel as part of a strategic shift that will allow the company to concentrate its efforts on the sports sector. The decision was taken following the AGM, in which a number of shareholders, including the former chairman of the management board Bernhard Burgener, were reportedly not allowed to vote on the changes.
After the two-day meeting, the company said that it had approved the proposal of the management board and supervisory board for a “strategic reorientation” to focus on its sports and event marketing divisions. The company said that this would lead to a “separation from the film division, a clear streamlining of the group’s structures and an improvement in the financial structure of Constantin Medien.”
Constantin currently operates free-to-air channel Sport1, and pay-television channels Sport1 Plus and Sport1 US, as well as the Team Marketing agency.
In March 2015, Team Marketing reached a long-term agreement with Uefa, European football's governing body, under which it will continue as the exclusive agent for the global marketing of commercial rights relating to the Champions League, Europa League and Super Cup club competitions.
The term of the new agency agreement covers Uefa club competitions from the 2015-16 season to the end of the 2020-21 campaign and, subject to Team’s ongoing performance, will also include seasons 2021-22 to 2023-24. Team is responsible for the world-wide marketing of media, sponsorship and licensing rights to the three competitions.