Reuters : Philips Sells PolyGram for $10.4 Bnlundi 22 juin 1998
Source : Reuters
From Reuters :
Philips Sells PolyGram for $10.4 Bn
AMSTERDAM, June 22 (Reuters) - Philips Electronics NV said on Monday it had signed a definitive agreement to sell its 75 percent stake in recorded music company Polygram to Seagram for $10.4 billion.
"The Seagram Company Ltd, Royal Philips Electronics and PolyGram NV announce that they have signed definitive agreements with respect to the proposed acquisition of PolyGram by Seagram...in a transaction valued at $10.4 billion," Philips said in a statement.
Philips said the PolyGram price had been lowered to 115 guilders or around $57 per share from Seagram’s original 117 guilder per-share bid to reflect PolyGram’s lower than expected financial results in the second quarter of the 1998 fiscal year.
Philips said that under the terms of the final agreement, Seagram’s entertainment subsidiary Universal Studios would acquire its PolyGram stake as part of a tender offer for all issued shares, including publicly-held shares.
The offer would be priced at 115 guilders — approximately $57 — per share in cash, it said.
Shareholders may also elect for a mixture of cash and Seagram common shares, based on an exchange ratio of 1.3772 Seagram shares for each PolyGram share, Philips said.
The initial Seagram offer had held out an exchange ratio of 1.4012 Seagram shares per PolyGram share.
The agreement involves Seagram issuing up to 47.9 million common shares worth some $2 billion, or 12 percent of capital outstanding after the transaction, Philips said.
It said it would tender all its PolyGram shares into the Seagram tender offer and acquire as many Seagram shares as were made available to it in the tender offer, holding them for a minimum of two years.
It said the tender offer was expected to start in the third quarter.
The offer would be subject to the usual conditions such as approval from the appropriate authorities and the tender of 95 percent of PolyGram’s issued share capital, Philips said.