The sale will be in exchange for shares in Cyfrowy Polsat, which will be acquired by Argumenol, Karswell and Sensor.
At the same time, the European Bank for Reconstruction and Development (EBRD) is looking into the possibility of participating in the transaction, with Cyfrowy Polsat offering to buy the bank’s 16.2% stake in Metelem.
Metelem has been valued at PLN6.15 billion (€1.46 billion), with the attractiveness of the valuation confirmed by the DCF method.
Following the completion of transaction, Cyfrowy Polsat and Polkomtel will become one of the largest companies in Poland and the leading media-telecom group in the region.
Proforma for Q3 2013, it would have reported revenues of PLN9.7 billion, EBITDA of PLN3.9 billion, EBITDA margin of 40.1% and operating cash flow of PLN3.6 billion.
The transaction is expected to be completed in mid-2014. It is contingent on Cyfrowy Polsat shareholders’ approval of the issue of shares to Metelem shareholders, as well as a successful refinancing of Cyfrowy Polsat’s current debt.
Polkomtel was acquired by Zygmunt Solorz-Zak, the founder and owner of Cyfrowy Polsat, in a deal worth over PLN18 billion in 2011.
It is currently the leading mobile company in Poland, with 14 million customers.
Cyfrowy Polsat, on the other hand, is the leading provider of pay-TV services in Poland, its DTH platform of the same name having over 3.5 million subscribers.
Its other interests include the online service ipla and national TV station Polsat.