Sanoma acquires Santillana Spain, a leading Spanish provider of K-12 learning materials - Seite 3

Purchase price and financing of the acquisition

The agreed enterprise value of the acquired business is EUR 465 million, including EUR 53 million of net debt at the end of June 2020. The enterprise value represents an EV / pro forma adjusted EBITDA 2019 multiple of 9.3. Sanoma will receive the cumulative free cash flow of Santillana Spain from 30 June 2020 until the closing of the transaction (the so-called locked box mechanism).

Sanoma will finance the acquisition fully with debt and has signed a committed bridge financing facility of EUR 480 million with Nordea Bank Abp and OP Corporate Bank plc. Subsequently, Sanoma will convert the bridge facility into long-term funding.

Expected closing

The transaction is subject to approval by the General Meeting of Shareholders of Grupo Prisa and obtaining the necessary consents from the creditors of Grupo Prisa, with the majority of whom an agreement has been reached. The Board of Directors of Grupo Prisa has unanimously approved the transaction. The transaction will be discussed with the Spanish competition authorities.

The transaction is expected to be finalised during H1 2021. After closing, the acquired business will be reported as part of Sanoma Learning SBU. Sanoma will book approx. EUR 2 million of transaction costs as items affecting comparability (IACs) in Sanoma Learning’s Q4 2020 result. The remaining transaction costs of approx. EUR 4 million will be booked at closing.

News conference for analysts and investors

Sanoma will host a webcast about the transaction for analysts and investors in English today, 19 October at 14:00 EET (13:00 CET). President and CEO Susan Duinhoven will present the transaction, followed by a Q&A session together with CFO & COO Markus Holm. As Sanoma is currently in the middle of the silent period preceding its Q3 2020 Interim Report, which will be published on 29 October, the presentation and Q&A session will focus solely on the transaction announced and no other issues will be discussed during the event.

The webcast can be followed via www.sanoma.com/investors. Questions can be asked verbally or in writing. Detailed instructions for placing a question are given after signing in to the webcast platform.

The presentation material will be available at www.sanoma.com/investors when the webcast starts, and an on-demand replay of the webcast shortly after the end of the live event.

Media may interview the President and CEO Susan Duinhoven about the transaction via Teams after the webcast. As Sanoma is currently in the middle of the silent period preceding its Q3 2020 Interim Report, which will be published on 29 October, the interviews will focus solely on the transaction announced and no other issues will be discussed. To book an interview, please contact Communications Director Marcus Wiklund, mobile [phone], email [e-mail].