The Board of directors of Schibsted ASA ("Schibsted" or the "Company", ticker: SCH) has in accordance with the decision announced on 18 September 2018 resolved to propose to demerge its international online classifieds operations into a separate listed company (referred to as "MPI").
The demerger is subject to approval by an extraordinary general meeting of Schibsted to be held on 25 February 2019 at 09:00 hours in Schibsted's premises in Oslo. The Notice of the extraordinary general meeting and the Demerger plan are attached.
The Board of Directors of Schibsted believes that the separation will improve the two entities' ability to pursue distinct growth strategies:
Schibsted going forward
Focus on leveraging the broad digital footprint and deep consumer insights in the Nordics.
Unrivalled Nordic marketplaces leadership positions through Finn.no, Blocket.se and Tori
World class leading digital media brands
Strong growth in fast developing consumer finance operations, like Lendo, and price comparison services like Prisjakt
Proven financial performance and track record
Multiple growth avenues and ambitions to incubate new growth businesses
Long term supportive shareholder of MPI
Longstanding management team with proven track record
MPI
A pure play multinational marketplaces business
A leading pure play classifieds player combining global scale and local leadership
Longstanding track record of growth and solid profitability
Multiple opportunities for long-term growth, well positioned to drive industry consolidation
Longstanding management team with proven track record
Experienced Board of Directors with the combination of broad international and financial experience and specific industry knowledge. Board independence will be in accordance with international best practices and Norwegian Code of Practice for Corporate Governance. Sophie Javary, Vice-Chairman CIB EMEA at BNP Paribas, has been appointed Board member, in addition to previously announced Orla Noonan, Kristin Skogen Lund, Peter Brooks-Johnson and Terje Seljeseth.
Backing by Schibsted as a long-term supportive shareholder
The separation should thus increase each entity's ability to enhance long term value, grow business and attract and retain top talent.
Schibsted and MPI will have a target range over time for net interest-bearing debt (NIBD) divided by EBITDA (adj.) of 1-3. MPI will target a ratio of net interest-bearing debt (NIBD) divided by EBITDA (adj.) of 1-4, but being above 3 there should be a plan of bringing the gearing down to below 3 within a defined period. After the demerger there will be limited debt in both companies. Further details regarding the capital allocation strategy will be part of the market communication ahead of the demerger.
www.schibsted.com
