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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" - RTL.de,
RTL.Dating.de, Formel-1.de, GZSZ.de and RTL-mail.de - 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 barnesandnoble.com 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.
For further information please contact:
Bertelsmann AG
Oliver Herrgesell
Media and Financial Relations 
Tel.: +49 - 52 41 - 80 24 66 
oliver.herrgesell@bertelsmann.de
Groupe Bruxelles Lambert (GBL)
Thierry de Rudder
Tel.: +32 - 2 - 547 23 27 
tderudder@gbl.be

Original-Content von: Bertelsmann SE & Co. KGaA, übermittelt durch news aktuell

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