News

Ströer Out-of-Home Media AG / IPO

02.07.2010 16:27

Dissemination of a Corporate News, transmitted by
DGAP - a company of EquityStory AG.
The issuer / publisher is solely responsible for the content of this announcement.

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PRESS RELEASE
Cologne, July 2, 2010

Ströer Out-of-Home Media AG plans IPO on July 15, 2010
- Price range of offered shares fixed at EUR 17.00 to EUR 24.00
- Subscription period from July 5 through July 13, 2010
- Gross proceeds planned to be generated for the company from a capital increase, amounting to approximately EUR 275 million, have been earmarked for strategic acquisitions, product innovations and for     optimizing its capital structure

- Placement by Cerberus in the amount of around EUR 70 to EUR 100 million
- Principal shareholders Udo Müller and Dirk Ströer remain majority owners and will be making additional investments in new shares
- Issue volume up to approximately EUR 412 million including Greenshoe
Ströer Out-of-Home Media AG ('Ströer'), one of the leading providers of out-of-home advertising in Europe, headquartered in Cologne, has defined the general terms and conditions for the planned stock offering together with the shareholders and the syndicate banks. The period during which interested investors can subscribe to the shares begins on July 5 and is expected to end on July 13, 2010. The price range is EUR 17.00 to EUR 24.00. The initial listing of the shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is scheduled for July 15, 2010. The shareholders of Ströer, Udo Müller (co-founder and Chief Executive Officer) and Dirk Ströer (member of the supervisory board and the son of the second co-founder, Heinz Ströer), will not be selling any shares in the IPO. Both shareholders, together with Chief Financial Officer Alfried Bührdel, will be subscribing in the offering to approximately EUR 5 million in shares at the issue price. Following the IPO, Udo Müller and Dirk Ströer will hold the majority in the company. The free float after the IPO, upon full placement of all offered shares at the midpoint of the price range including the Greenshoe option, will amount to around 45 percent.
'Because of its strong market position, its solid business model and the structural growth prospects for out-of-home advertising, I view Ströer as an attractive investment. For this reason, I am not going to sell my shares in the company but subscribe to new ones instead,' says Udo Müller.
Offer structure
Depending on the final offer price of the shares, the number of new shares resulting from the capital increase will be fixed in such a manner as to ensure that the company receives gross proceeds amounting to approximately EUR 275 million. At the midpoint of the price range, the company would be issuing 13,414,635 new shares as part of the capital increase. Additionally, 4,156,238 shares will be offered held by financial investor Cerberus after exercising its existing option. This option to receive 15 percent of the capital stock prior to the IPO was granted to Cerberus in 2004 for supporting Ströer in its acquisition of Deutsche Städte Medien GmbH. Cerberus intends to exercise this option and to sell all shares in the IPO. The volume of this placement will reach between approximately EUR 70 and EUR 100 million depending on the issue price of the shares. Upon exercise of the Greenshoe option granted to the syndicate banks, additional shares through a capital increase from authorized capital could be issued. This would lead to additional gross proceeds for the company of up to some EUR 37 million. The issue volume could thus reach a total of up to approximately EUR 412 million. The company has committed itself to comply with market protection agreements and limitations on disposal (lock-up) for a period of six months following the IPO. Udo Müller, Dirk Ströer and Alfried Bührdel have entered into a corresponding agreement with the syndicate banks for a period of 12 months.

IPO proceeds earmarked for strategic acquisitions, product innovations and optimization of the capital structure
A substantial share of the net proceeds of the IPO is to be used for the realization of strategic acquisitions. This includes the increase in the stake in the Turkish joint venture Ströer Kentvizyon from 50 to 90 percent and the acquisition of the Polish out-of-home advertising company News Outdoor Poland. A further share of the net issue proceeds is to be used to accelerate Ströer's organic growth. Specifically, Ströer plans the rollout of its new products 'Outdoor Channel' and 'Scroller 5000 Premium Billboard'. The 'Outdoor Channel' is a free standing digital advertising medium to display video footage used in the field of indoor advertising. 'Scroller 5000 Premium Billboard' is a product that features a scrolling technology with backlighting of large-scale posters in glass vitrines and is to be deployed mainly in high traffic locations. In addition, the company intends to use the proceeds generated to reduce its net debt level, to optimize the capital structure and increase financial flexibility.
Further details on the offering
The initial listing of the shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is scheduled for July 15, 2010 under the trading symbol SAX. The international securities identification number (ISIN) is DE0007493991, and the German securities code number (WKN) is 749399. J.P. Morgan and Morgan Stanley will be acting as joint bookrunners. The syndicate of banks includes Commerzbank, Crédit Agricole and WestLB as co-lead managers. Interested investors can submit their offers at the branch offices of these banking institutions as of July 5, 2010. Generally, it is also possible to subscribe to shares via a bank that is not represented in the syndicate. The offering period for private investors is expected to end on July 13, 2010 at 12:00h CEST and for institutional investors at 16:00h CEST. The securities prospectus of Ströer Out-of-Home Media AG was approved by the German Federal Financial Supervisory Authority (BaFin) on July 2, 2010. The securities prospectus is available for download from the company's website (www.stroeer.com) and can also be obtained free of charge during regular office hours from the company's headquarters at Ströer Allee 1, 50999 Cologne. The issue price of the shares will be announced with an ad-hoc release.

- First trading day: July 15, 2010

- Subscription period: July 5 through July 13, 2010
- Price range: EUR 17.00 to EUR 24.00

- Issue volume: up to approximately EUR 412 (upon full exercise of the   Greenshoe option)

- Capital increase: Gross issue proceeds of about EUR 275 million, additional up to approximately EUR 37 (upon full exercise of the   Greenshoe option)

- Type of issue: Public offering of shares in Germany and Luxembourg as well as private placements outside Germany and Luxembourg
- Stock exchange: Frankfurt Stock Exchange

- Market segment: Regulated market (Prime Standard)
- ISIN: DE0007493991

- WKN: 749399

- Free float after IPO: The free float upon full placement of all offered shares at the midpoint of the price range (on full exercise of the Greenshoe option) will amount to around 45 percent.
- Syndicate banks: J.P. Morgan und Morgan Stanley (joint bookrunners) as well as Commerzbank, Crédit Agricole and WestLB (co-lead managers)
- Lock-up: Company: 6 months
Udo Müller, Dirk Ströer and Alfried Bührdel: 12 months
 
About Ströer 
Ströer Out-of-Home Media AG is a specialist for all forms of outdoor advertising - ranging from classic posters, advertising in waiting areas and mass transit to digital and interactive media. The company markets over 280,000 advertising spaces and is one of the leading out-of-home advertisers in Europe: In terms of sales revenue, Ströer is the leader in its core markets of Germany, Turkey and Poland (following the acquisition of News Outdoor Poland). In these markets the company provides its clients with extensive networks for nationwide advertising campaigns. The Ströer Group has some 1,400 employees at over 60 locations. The company's portfolio comprises a variety of different outdoor advertising products. In terms of advertising media and street furniture, the company values top quality, innovation and superior design. With its products, Ströer sets new standards of design of public spaces. Ströer street furniture has already received 26 international awards. More information about the company is available at www.stroeer.com


Disclaimer
This press release does not constitute an offer of securities sale in the United States of America, Canada, Australia, Japan or other jurisdictions in which offers are subject to legal restrictions. The securities referred to in this press release may not be sold or offered for sale in the United States of America under the regulations of the U.S. Securities Act of 1933, as amended, absent registration or an applicable exemption from registration. Subject to certain exemptions in accordance with the Securities Act, the securities referred to in this announcement may not be sold or offered for sale in Australia, Canada or Japan or to or for the account of Australian, Canadian or Japanese persons. No registration of the offer or sale of the securities referred to in this announcement in accordance with the respective legal requirements in Canada, Australia and Japan takes place. No public offer of securities is made in the United States of America.

This press release is for promotional purposes only and does not constitute a prospectus. Interested investors should make their investment decision regarding the securities referred to in this announcement exclusively on the basis of information from a securities prospectus related to the offer of these securities published by the company and approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). Following publication the securities prospectus will be available for free from Ströer Out-of-Home Media AG (Ströer Allee 1, 50999 Cologne, Germany) or from the www.stroeer.com website.

This press release contains forward-looking statements based on current expectations and assumptions by the management of Ströer Out-of-Home Media AG. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may result in the profit situation, profitability, performance or the profit of Ströer Out-of-Home Media AG deviating substantially from the profit situation, profitability, performance or the profit expressly or implicitly assumed or described in these forward-looking statements. In view of these risks, uncertainties and other factors, the recipient of these documents should not inappropriately rely on these forward-looking statements. Ströer Out-of-Home Media AG assumes no obligation to update such forward-looking statements or to make them conform to future events and developments.




Press contact: 
Ms Petra Kaiser
Ströer Out-of-Home Media AG
Corporate Communication
Ströer Allee 1 | D-50999 Cologne
Telephone: +49 (0)2236 - 96 45-246
Fax: +49 (0)2236 - 96 45-6246
E-Mail: pkaiser@stroeer.de

IR contact: 
Mr Stefan Hütwohl
Ströer Out-of-Home Media AG
Director Group Finance and Investor Relations 
Ströer Allee 1 | D-50999 Cologne 
Telephone: +49 (0)2236 96 45-338  
Fax: +49 (0)2236 96 45-6338 
E-Mail: ir@stroeer.de








02.07.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de

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