BERLIN — Bernd Eichinger and Swiss distrib Highlight Communications managed to avoid a war for Constantin Film Thursday by striking a 10- year shareholding partnership to run Germany’s leading production and distribution company.
Agreement neutralizes Highlight’s hostile takeover, which was triggered in April when Highlight boosted its total holding in Constantin to 41% with the acquisition of a minority stake held by TV license trader EM.TV. It’s now in the process of making an offer to Constantin’s minority shareholders for the rest of the company stock.
Move is seen as a win for Eichinger, who was in danger of losing control of the company he’s run since 1979. The pact also insures Constantin’s independence while giving Highlight a majority of the company shares.
Highlight agreed to a number of concessions in order to avoid a prolonged battle with Eichinger and Constantin’s management that could have ultimately meant Eichinger’s exit from the company.
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Deal, which Constantin said secures the company’s long-term strategy, calls for Eichinger and Highlight to pool their share holdings in Constantin. The two will jointly make the mandatory offer of €4.50 ($5.30) per share to Constantin’s minority shareholders. However, Highlight has agreed to carry all the costs for the tendered shares by itself.
The agreement, which expires in 2013, also gives Eichinger a blocking minority. Highlight will be limited to a majority of up to 50.1% of Constantin. Any more shares it may acquire through the mandatory tender will have to be sold on the stock market.
In addition, Highlight chief executive Bernhard Burgener is to step down from Constantin’s supervisory board but Eichinger will remain in his post as supervisory board chairman. Highlight will nevertheless appoint three members to the six-member board. Eichinger will be able to name two, including himself, while the sixth member will be jointly named.
“The management welcomes the pool agreement between Bernd Eichinger and Highlight Communications,” said Constantin chief executive Fred Kogel. “The strategy plan insures the successful corporate development [of Constantin].”
Kogel expressed disappointment with the price of $5.30 per share that Highlight would offer to minority shareholders. Highlight originally wanted to offer shareholders $4.25 — the price per share it paid for EM.TV’s 16.4% stake in April.
Constantin shares rose nearly 7% to $5.32 following news of the deal, which is subject to approval by Germany’s Federal Financial Supervisory Authority (BaFin).