(Adds details, minority shareholder view)
By Adrian Krajewski
WARSAW, Jan 16 (Reuters) - Shareholders in Poland’s largest media group Cyfrowy Polsat on Thursday agreed to a 6.15 billion zloty ($2 billion) share issue to buy the country’s No.3 mobile operator Polkomtel in a share-swap deal.
The owners voted through a plan outlined last year in which Polish businessman Zygmunt Solorz-Zak decided to merge Cyfrowy and Polkomtel, both of which he controls, to ease the group’s debt burden.
As part of the re-structuring, Cyfrowy will buy control of Polkomtel’s holding company Metelem, giving the latter’s owners 45.53 percent of what is expected to become one of Poland’s top 10 listed companies.
The deal is to be completed by mid-2014 and will forge a group generating 10 billion zlotys in revenue, core profit of 3.9 billion and operating cash flows of 3.6 billion.
It would also mean that Cyfrowy takes on 10.2 billion zlotys of Polkomtel debt left over from Solorz-Zak’s buyout of the mobile operator in 2011.
The European Bank for Reconstruction and Development , Metelem’s minority shareholder, agreed to buy 7.4 percent in the merged company as part of the swap.
At a shareholder meeting, three pension funds which hold minority stakes in Cyfrowy voted against the merger. They said they were concerned that Polkomtel’s valuation had been set too high but did not have enough votes to block the deal. ($1 = 3.0594 Polish zlotys) (Editing by Marcin Goclowski and David Holmes)