RTL Group, Canal+ Group and Groupe Jean-Claude Darmon have signed an agreement to merge their sports rights activities. The deal will create a leading TV and marketing sports rights company. It brings together UFA Sports, the sports rights business of RTL Group, Sport+, the sports rights trading subsidiary of Canal+ Group, and Groupe Jean-Claude Darmon in which RTL Group already owns a 28 % interest.

The new group combines annual revenues of over Euro 570 million and EBITA of Euro 49 million (based on pro forma figures for 2000). The transaction is subject to the usual conditions, including regulatory and board approvals.

The enlarged group – which will be renamed – will manage TV and marketing contracts with over 320 football clubs worldwide. It will also manage TV and marketing contracts with over 40 national football federations as well as major European football leagues. The group will also be active in other disciplines such as handball, rugby and tennis and will offer a full range of sport communication services (from TV rights marketing to event, advertising, team and hospitality management) as well as TV sports production. The new group will have about 350 employees worldwide.

The new group will be ideally positioned to benefit from the rapidly growing sports rights business. It will combine highly complementary assets and expertise and will have the financial capacity to handle major sport events and rights. It will offer a rare know how to content providers such as clubs, leagues and federations, and, more generally, an unparalleled reach and breadth of services to its customers.

The new company will be headquartered in Paris and headed by Jean-Claude Darmon as Chairman and Chief Executive Officer (CEO). Bernd Hoffmann from UFA Sports and Jérôme Valcke from Sport+ will be appointed Chief Operating Officers (COO).

The transaction will be realised in three steps:

UFA Sports and Sport+ will be contributed to the existing Groupe Jean-Claude Darmon S.A. In exchange for their contributions, RTL Group will receive 2.2 million newly issued shares and Canal+ Group will receive 1.6 million newly issued shares.

Simultaneously, Canal+ Group will purchase a majority of Jean-Claude Darmon’s present shareholding at a price of Euro 155 per share, leaving him with a 5% stake in the merged business. He currently owns 36.8% of the group’s capital.

In a next step, as required by French stock exchange regulations, an offer will be made to the remaining minority shareholders of Groupe Jean-Claude Darmon also at Euro 155 per share in cash.

Once the offer is closed, the stakes of RTL Group and Canal+ Group will be balanced.

The entire process is expected to be completed by the end of 2001.

It is the intention of RTL Group and Canal+ Group to keep the enlarged group listed on the Paris stock exchange in order to offer investors the opportunity to participate in the future development of the company.

Following the completion of the transaction, RTL Group and Canal+ Group will own equal stakes of between 39.5% and 46.6% in the enlarged group, depending on the result of the tender offer to the minority shareholders. Treasury stocks will represent 1.8%. The transaction values the combined group at Euro 1.1 billion.

Pierre Lescure, Chairman of the Executive Board of Canal+ Group, said: ‘This new company offers a great opportunity for Canal+ Group to be associated with partners such as Bertelsmann, RTL Group, UFA Sports and Jean-Claude Darmon. The geographical complementarity of the rights the three companies manage, and the different activities they are involved with, is a natural fit.

‘Sport has always been at the heart of Canal+ and its subscribers everywhere in Europe. With Sport+ headed by Jérôme Valcke, Canal+ Group has created strong relationships with major sports talents and particular skills in the production of high-quality sports content which will greatly benefit the new company.’

Didier Bellens, Chief Executive Officer of RTL Group, said: ‘We are delighted to have completed this deal which enables us to enjoy a strong European position in the increasingly important sports rights sector. The transaction allows us to build on the remarkable success of UFA Sports, which over recent years, under the guidance of Bernd Hoffmann, has established itself as an important international player in sports rights management.

‘Together with us, the shareholders of Groupe Jean-Claude Darmon can look forward to an exciting future with the enlarged company. It owns a broad range of sports rights across Europe, and globally. The enlarged group will be perfectly placed for further expansion into new areas and territories and enjoys excellent prospects for growth.’

Jean-Claude Darmon, Chairman and CEO of the enlarged company, said: ‘I am very proud to lead the new company in an environment which has dramatically changed since I started and created the business in France. The new entity will gather shareholders I have enjoyed to work with for many years. Canal+ has been Group Jean-Claude Darmon’s main commercial partner since it started its TV operations and, over the last 3 years, RTL Group has been able to appreciate the quality and efficiency of our management skills. I look forward to working with two such capable managers as Bernd Hoffmann and Jérôme Valcke, and their talented teams. I strongly believe that we have the perfect team to fulfil our ambitious new goals.’

For further inquiries:

Groupe Jean-Claude Darmon
Jean-Louis Dutaret
Tel.: + 33 1 55 07 10 59
or
Pierre Lelong
Tel.: + 33 1 55 07 10 00
or:
Laurence Costes (Equity)
Tel.: + 33 1 45 22 22 30

RTL Group
Markus Payer
Tel.: + 352 42142-5020
E-mail: markus.payer@rtlgroup.com
or:
Finsbury
Julius Duncan
Katie Lang (Investors)
Tel.: + 44 207 251 3801

Canal+ Group
Sylvie Ruggieri
Tel.: + 33 1 4425 1675
or:
Jean-Louis Erneux
Tel.: + 33 1 4425 7581