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MEDIA PRIMA BERHAD (“MPB” OR “COMPANY”) PROPOSED ACQUISITION OF 2,128,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 100% EQUITY INTEREST IN UPD SDN BHD (“UPD”) FROM UTUSAN MELAYU (M) SDN BHD (“UTUSAN”)

MEDIA PRIMA BERHAD

Type

Announcement
SubjectMEDIA PRIMA BERHAD (“MPB” OR “COMPANY”)

PROPOSED ACQUISITION OF 2,128,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 100% EQUITY INTEREST IN UPD SDN BHD (“UPD”) FROM UTUSAN MELAYU (M) SDN BHD (“UTUSAN”)

Contents :

Pursuant to Chapter 9.19 (23) of Bursa Malaysia Securities Berhad’s Listing Requirements, the Board of Directors of MPB (“Board”) wishes to announce that MPB had on 30 November 2006 entered into a conditional share sale agreement with Utusan (“SSA”) to acquire 2,128,000 ordinary shares of RM1.00 each (“Shares”) in UPD representing 100% of the issued and paid-up share capital of UPD for a cash consideration of RM1.00 (“Purchase Consideration”) (“Proposed Acquisition”).
    In addition to the Purchase Consideration, MPB shall ensure that advances amounting to approximately RM9.2 million as at 30 June 2006 which was advanced by Utusan to UPD will be paid back by UPD over a period of two (2) years commencing from the date of completion of the Proposed Acquisition (“Completion Date”), subject to final adjustments depending on the amount of net liabilities of UPD as at the Completion Date.

    UPD is principally engaged in advertising space and related services and management services. As at 31 October 2006, UPD has an authorised share capital of RM2,128,000 of which 2,128,000 Shares have been issued and fully paid up. The net loss after tax and net liabilities of UPD based on its audited accounts for the financial year ended 31 December 2005 are RM2.52 million and RM14.8 million respectively.

    On 20 November 2006, MPB had announced the proposed acquisition of Big Tree Outdoor Sdn Bhd (“BTO”), a company involved in the outdoor advertising business. The Proposed Acquisition will further allow MPB to expand into the outdoor advertising foray, consistent with MPB’s strategy of establishing a complete media platform within the MPB group of companies (“MPB Group”) with BTO as the anchor entity. The consolidation is expected to optimise revenue growth and reap cost efficiencies from back office consolidation and other cost savings opportunities.
      MPB also expects to derive potential synergistic benefits from collaborative marketing strategies between the outdoor segment and other media platforms within the MPB Group. The additional media platform within the MPB Group is also anticipated to improve MPB Group’s offering to the general consumers, media buyers and the advertisers.

      The Proposed Acquisition is subject to, inter alia, the approval of the Foreign Investment Committee, and MPB being satisfied with the results of the legal and financial due diligence on UPD.

      None of the Directors and Major Shareholders of the Company and/or persons connected to the Directors and Major Shareholders of the Company has any interest, direct or indirect in the Proposed Acquisition.

      This announcement is dated 30 November 2006.


      Announcement Info

      Company NameMEDIA PRIMA BERHAD  
      Stock Name MEDIA    
      Date Announced30 Nov 2006  
      CategoryGeneral Announcement
      Reference NoMM-061129-66797



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