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Eros Anticipates Entering Into Definitive Agreement To Acquire Control Of B4U, The Global Bollywood TV Network

April 24, 2012

LONDON, April 24, 2012 /PRNewswire/ — Eros International Plc (LSE AIM: EROS) (“Eros” or “the Company”), a leading global company in the Indian film entertainment industry, announces that it anticipates entering into a definitive agreement on or after April 24, 2012 to acquire control of B4U Television Network (“B4U”), the global Bollywood television network.

Highlights

  • Eros will acquire the approximately 76% of B4U it does not currently own for a cash and share consideration of US$53.1 million;
  • B4U is a global television network that provides Indian programming across two digital television channels, B4U Music and B4U Movies;
  • B4U is available in more than 100 countries, including India, the UK, the US, Canada and countries in the Middle East and Africa; and
  • The aggregate purchase price will be comprised of:
    • B4U’s cash on hand net of all B4U’s outstanding bank loans and overdrafts (a net amount of up to $19.3 million) to be paid in cash on closing;
    • approximately $5.7 million in Eros A ordinary shares upon the earlier of 14 business days from the listing of Eros A ordinary shares on the NYSE or 30 days after closing (or, if the listing of Eros A ordinary shares on the NYSE occurs 14 business days prior to closing, at closing);
    • approximately $19.3 million (less the consideration in cash paid at closing) in cash and approximately $10.4 million in our A ordinary shares or cash, at the option of Eros, on the first anniversary of the closing of the acquisition; and
    • approximately $7.3 million in cash and approximately $10.4 million in our A ordinary shares or cash, at the option of Eros, on the second anniversary of the closing of the acquisition.

Kishore Lulla, Chairman and Chief Executive Officer of Eros International Plc, commented:

“We are delighted to announce our anticipated acquisition of the remaining 76% of B4U. We expect that B4U’s global network, as well as its film and music content, will complement Eros’ existing product offering.”

Eros anticipates entering into a definitive agreement on or after April 24, 2012 to acquire control of 100% of B4U. B4U distributes Bollywood movie content via B4U Movies, a premium digital Bollywood movie channel, and B4U Music, a digital Bollywood Music channel.

Eros currently holds approximately 24% of B4U, but has not exercised significant influence over the company. Eros will purchase the 76% it does not currently own for an aggregate purchase price of $53.1 million.

The aggregate purchase price will be comprised of B4U’s cash on hand net of all B4U’s outstanding bank loans and overdrafts on closing (a net amount of approximately $19.3 million) to be paid in cash on closing, approximately $5.7 million in A ordinary shares upon the earlier of 14 business days from the listing of Eros A ordinary shares on the NYSE or 30 days after closing (or, if the listing of Eros A ordinary shares on the NYSE occurs 14 business days prior to closing, at closing), approximately $19.3 million (less the cash consideration paid at closing) in cash and approximately $10.4 million in Eros A ordinary shares on the first anniversary of closing and approximately $7.3 million in cash and approximately $10.4 million in Eros A ordinary shares on the second anniversary of closing, in each case valuing the A ordinary shares based on the daily weighted average of the current market prices on the NYSE for the 12 months preceding the applicable payment date (or, if the A ordinary shares have been trading on the NYSE for a shorter period, for such shorter period). The share payments may alternatively be made in cash at Eros’ option.

To the extent Eros issues shares, such shares will be subject to a lock-up for a period of 12 months, subject to certain exceptions, and the shares will be subject to anti-dilution protection during this period.

On each payment date subsequent to the closing date payment, in the event that Eros A ordinary shares are not listed on the NYSE, the portion of the payment to be made in Eros A ordinary shares may instead be paid in shares of Eros’ subsidiary, Eros International Media Limited, or in Eros’ ordinary shares traded on the AIM Market.

B4U

B4U is a global television network that provides Indian programming across two digital television channels, B4U Music and B4U Movies. As of December 31, 2011, B4U was available in more than 100 countries including India, the UK, the US, Canada and countries in the Middle East and Africa.

B4U generates the majority of its revenues internationally, predominantly through fees earned from being a part of a cable or satellite service provider’s subscription package, and within India from advertising. We expect B4U to benefit from expanding international coverage and growing television advertising spend in India.

B4U Movies is a dedicated Indian film channel. A significant portion of its programming consists of recently released theatrical motion pictures. B4U licenses recently released and older titles from a variety of content providers including Eros.

B4U Music is a dedicated music television channel that broadcasts music content by working directly with content right owners like Eros, and record companies, to bring music content to viewers. Programming on B4U Music consists of both classic and new Bollywood hits as well as international music.

Our pending acquisition of B4U remains subject to customary closing conditions, including the receipt of necessary regulatory approvals, and may not occur on the expected terms or at all. The deadline to close the transaction is approximately 120 days from the date of the definitive agreement unless mutually agreed to be extended.

In the financial year ended 31 March 2011, B4U’s net income was $2.5 million and net assets were $28.7 million. The vendors are Connaught Sales Company Limited, Lotus Global Investments Limited, Faithful Holding Limited and Millom Corporation.

For further information please visit: www.erosplc.com

About Eros International Plc

  • Eros co-produces, acquires and distributes Indian language films, in multiple formats worldwide;
  • In 2006, Eros listed its shares on the AIM Market of the London Stock Exchange;
  • In October 2010, Eros International listed its Indian subsidiary Eros International Media on the BSE & NSE in India; and
  • Eros operates in over 50 countries, with offices throughout India, the United Kingdom, USA, UAE, Singapore, Australia, Fiji and the Isle of Man

Contacts:

Eros International Plc
Sean Hanafin – Chief Corporate & Strategy Officer
+44 (0) 20 7258 9909

Jeff Majtyka or Brad Edwards
Brainerd Communicators
212-986-6667

Some of the information presented in this press release and in related comments by the Company’s management contains forward-looking statements. In some cases, these forward-looking statements are identified by terms and phrases such as “aim,” ”anticipate,” ”believe,” “feel,” “contemplate,” ”intend,” ”estimate,” ”expect,” ”continue,” ”should,” ”could,” ”may,” ”plan,” ”project,” ”predict,” ”will,” “future,” “goal,” “objective,” and similar expressions and include references to assumptions and relate to the Company’s future prospects, developments and business strategies. Similarly, statements that describe the Company’s strategies, objectives, plans or goals and statements regarding the proposed offering and the anticipated costs of these transactions are forward-looking statements and are based on information available to the Company as of the date of this press release. Forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant statement. Such risks and uncertainties include a variety of factors, some of which are beyond the Company’s control. In particular, such risks and uncertainties include market conditions. Information concerning these and other factors that could cause results to differ materially from those contained in the forward-looking statements is contained under the caption “Risk Factors” in the Company’s Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to revise the forward-looking statements included in herein to reflect any future events or circumstances, except as required by law. The Company’s actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements.

A registration statement relating to the Company’s A Ordinary Shares has been filed with the United States Securities Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to their registration or qualification under the securities laws of any such state or jurisdiction.

SOURCE Eros International Plc


Source: PR Newswire