Bertelsmann SE & Co. KGaA

Bertelsmann acquires majority of RTL Group
GBL to become new partner in Bertelsmann

Gütersloh/Brussels (ots) - Reinhard Mohn and Albert Frère/Paul Desmarais agree on Exchange of Shares Clear-Cut Leadership and prospects for largest and most successful Pan-European TV & Radio Group Bertelsmann's Corporate culture and continuity are safe GBL has option of taking its stake to the Stock Market In addition to its current 37 percent holding, Bertelsmann AG is acquiring another 30 percent of shares in Europe's No. 1 TV, radio and film production group, the RTL Group, from Groupe Bruxelles Lambert S.A. (GBL). At the same time GBL, whose stock is majority-owned by private entrepreneurs Albert Frère and Paul Desmarais, will take over 25.1 percent of the Bertelsmann AG. 0.1 percent of theses shares will hold no voting rights. Chairman and CEO Thomas Middelhoff announced the share swap in a press release issued by his company on Monday. Bertelsmann will thus own 67 percent of shares in the RTL Group; 22 percent remain with Pearson, while 11 percent are free-float. The new partner will hold two seats on Bertelsmann's Supervisory Board. GBL has the option of putting its stake on the stock market - in whole or in part - three to four years from now. The present agreement is subject to approval by the GBL Board, Bertelsmann's Supervisory Board and relevant regulatory and antitrust authorities. The inner circle of the Executive Board has been planning and developing this step for several months now, with the active involvement of Reinhard Mohn. The Supervisory Board, chaired by Gerd Schulte-Hillen, has discussed the measure and has concluded that, in principle, it is a positive development. All parties involved agree that Bertelsmann has found a groundbreaking new way to adjust to changing conditions and to use its own shares as acquisition currency, while still retaining its entrepreneurial independence. Once again, the partners and the company have proven their ability to adapt to changing times for the greater good of the company and its employees. Post-war corporate founder and philanthropist Reinhard Mohn remarks: "I look forward to working with our new shareholder, with whom we already share a mutually trusting cooperation. We have found a partner who will help us ensure that our work remains efficient, purposeful, up-to-date and results-oriented. At the same time, Bertelsmann will remain true to itself. We will determine our own path and the shape that our cooperation takes. Our unique corporate culture will continue to develop in our spirit - here as well as internationally." Paul Desmarais and Albert Frère comment: "We are delighted with this opportunity to strengthen our longstanding and cherished ties to the Bertelsmann group. This agreement represents a major step for GBL, and is a sign of our readiness to invest strategically for the long term. We are offering our shareholders the prospect of participating in the growth of one of the world's leading media groups." Bertelsmann Chairman and CEO Thomas Middelhoff declares: "From both a strategic and a historic point of view, this is a significant step that will lastingly shape the company's future. It will strengthen Bertelsmann's position as the driving force in television, a future growth market. The RTL Group has a central meaning in Bertelsmann's corporate strategy. The brand's magnetism can be leveraged and developed for many media consumer communities throughout the various sectors and product lines. We have longstanding friendly ties with GBL and welcome them as a new shareholder. Bertelsmann's unique corporate culture will remain intact even in the event of a possible IPO in about three years from now." The RTL Group was created in April 2000 through the merger of CLT-UFA and Pearson TV. It comprises 22 television stations and 18 radio stations in 11 countries, and is the world's second largest producer of television movies - second only to Hollywood - as well as Europe's leading sports rights marketer. The group occupies leading positions in three of Europe's six largest media markets (Germany, France and the Netherlands), reaching 120 million television viewers and radio listeners a day. Stations united in the RTL Group are preferred partners of the advertising industry. High rates of growth and profitability describe the RTL Group's economic situation. The group bearing the attractive name "RTL" is a content and service provider that enjoys exceptional reach and acceptance among audiences, and represents a marketing engine of the first order. It became the market leader on the Internet within just two years and has all the prerequisites to establishing a powerful online presence in the present and future "Age of Media Convergence". The RTL Group generates vast amounts of content and rights that appeal to a wide public, owns strong brands and has an all but inexhaustible potential for cross-promotion. Thus, the key sites that comprise "RTL World" -,,, and - are coming to play an increasingly important role in the value chain of RTL's offline content. Didier Bellens, Chief Executive Officer of the RTL Group: "Bertelsmann is one of the driving forces behind the RTL Group's growth. It has provided support at every stage of our development, with unerring vision and a distinct strategic interest in our business. Our joint aims are based on the same principles, our strategies are based on the same convictions, and our goals, as we shape the media of the future for our audiences throughout many countries, match perfectly." For Bertelsmann, acquiring the majority stake in the RTL Group is the temporary finale in a series of resolute strategic steps in the TV sector, steps that were significantly influenced by Chairman and CEO Thomas Middelhoff. These included the acquisition of a controlling interest in RTL Germany by taking over the shares owned by Burda and FAZ; an understanding with the WAZ Group; the CLT-UFA merger; the decision to dispose of its PREMIERE shares and focus on FREE-TV; acquisition of the majority stake in VOX; streamlining the CLT-UFA management structure; extending the RTL family; a merger with Pearson TV and the creation of the RTL Group. Future shareholder structure of the RTL Group: _ Bertelsmann 67 percent (including 37 percent BW-TV) _ Pearson 22 percent _ Public 11 percent Future distribution of capital holdings in the Bertelsmann AG: _ Bertelsmann Foundation 57.6 percent _ Mohn Family 17.3 percent _ GBL 25.1 percent It has been agreed for some time that the remaining 7.4 percent held by the ZEIT Foundation will be bought back. Bertelsmann AG voting rights will be distributed as follows: _ Bertelsmann Verwaltungsgesellschaft 75 percent _ GBL 25 percent Bertelsmann AG: Bertelsmann AG is the world's most international media enterprise, commanding leading positions in the global media and entertainment industries. The Bertelsmann Group includes publishing and music companies, book and music clubs, magazines and newspapers, television and radio stations, print and media service providers, multimedia and professional information companies represented by such brands as Random House, BMG, Gruner + Jahr and RTL. Bertelsmann is the world's largest general-interest book publisher and the biggest English-language publishing house worldwide. Bertelsmann's book and music clubs are the worldwide market leaders. Its subsidiaries RTL Group and Gruner + Jahr put the company at the top of the European broadcasting and magazine sectors, respectively. Bertelsmann ranks at the top of its peer market in e-commerce, with BOL in Europe and in the US. The organization currently employs 76,000 people in 58 countries and posted DM 32.4 billion in total revenues during the business year ended June 30, 2000. Groupe Bruxelles Lambert: Groupe Bruxelles Lambert S.A. (GBL) is an investment company incorporated in 1953, and quoted on the Brussels Stock Exchange since 15 October 1956. GBL is controlled by the Desmarais and Frère families through their respective companies. GBL aims to grow a rich and balanced portfolio of industrial investments, focusing on a small number of first-class companies acting in a diversified range of sectors, in which GBL can exercise its role as a professional shareholder. GBL's current portfolio includes five long-term investments: RTL Group, TotalFinaElf, Suez Lyonnaise des Eaux, Imerys and Rhodia held directly or through Electrafina. Since the merger of CLT and UFA in 1997, GBL has participated, through its joint venture with Bertelsmann, in the development of CLT-UFA as a major European broadcasting group. On April 2000, CLT-UFA merged with Pearson TV, the world's leading international independent television production company, resulting in the world's leading pan-European integrated broadcast and content company, listed under the name RTL Group. GBL's 30 percent stake in the RTL Group represents roughly 40 percent of the group's (GBL's) estimated value. Pargesa holds 54.6 percent of GBL. ots Originaltext: Bertelsmann AG Im Internet recherchierbar: For further information please contact: Bertelsmann AG Oliver Herrgesell Media and Financial Relations Tel.: +49 - 52 41 - 80 24 66 Groupe Bruxelles Lambert (GBL) Thierry de Rudder Tel.: +32 - 2 - 547 23 27 Original-Content von: Bertelsmann SE & Co. KGaA, übermittelt durch news aktuell

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