REG-Sony Corporation Sony BMG Acquisition

Tue Aug 5, 2008 8:05am EDT
 
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TOKYO--(Business Wire)--


Sony Corporation ("Sony") and Bertelsmann AG ("Bertelsmann") today issued the
attached press release concerning Sony's purchase of Bertelsmann's 50% stake in
SONY BMG MUSIC ENTERTAINMENT ("SONY BMG").

The transaction will be structured as follows: First, a portion of Bertelsmann's
interest in SONY BMG will be redeemed for approximately $600 million of cash by
SONY BMG (SONY BMG has not been consolidated by Sony and will not be
consolidated until after this transaction closes). Sony's U.S. wholly-owned
subsidiary, Sony Corporation of America, will then purchase the remaining
interest from Bertelsmann for approximately $600 million. As a result,
Bertelsmann will receive approximately $900mm in value for its 50% stake plus
$300mm of its share of cash on Sony BMG's balance sheet. Sony views this as
approximately $600mm net cash cost as it does not consolidate Sony BMG's cash.

In addition, Bertelsmann will be taking over a limited amount of selected
European music catalog assets from SONY BMG. These catalogs represented
approximately $20 million (less than 1%) of SONY BMG's revenues in calendar year
2007. The parties have also agreed to continue to share the company's
manufacturing and distribution requirements between Sony's manufacturing
subsidiary, Sony DADC, and Bertelsmann's services company, Arvato Digital
Services GmbH ("Arvato"), by extending agreements with Arvato for additional
terms of up to six years.

The closing of the transaction is subject to a number of conditions, including
approvals of regulatory authorities in certain jurisdictions.


              Sony to Purchase Bertelsmann's 50% Stake in Sony BMG
 Music Company to Become Wholly Owned Subsidiary of Sony Corporation of America

New York, August 5, 2008 - The international media and entertainment companies
Sony Corporation and Bertelsmann AG today announced that Sony has agreed to
acquire Bertelsmann's 50% stake in Sony BMG. The music company, to be called
Sony Music Entertainment Inc. (SMEI), will become a wholly owned subsidiary of
Sony Corporation of America. Sony and Bertelsmann AG originally created the Sony
BMG joint venture in August 2004.

"Music has been a vital and vibrant part of Sony's culture for over twenty
years. This acquisition will allow us to achieve a deeper and more robust
integration between the wide-ranging global assets of the music company and
Sony's products, operating companies and affiliates. It enables us to offer a
total entertainment experience to consumers," said Sir Howard Stringer, Chairman
and CEO, Sony Corporation. "Over the past four years, Sony BMG has undertaken a
very successful restructuring, streamlined operations and developed innovative
digital partnerships that ensure it will continue to be a leader in the creation
and distribution of music worldwide. It is an organization rich in talent, ideas
and enthusiasm, and is a strong fit with our overall business strategy."

"After a careful and thorough review, we made the strategic decision to sell our
investment in this joint venture to Sony, a step that we believe will benefit
the stakeholders of both our companies," stated Hartmut Ostrowski, Chairman and
CEO of Bertelsmann AG. "This move is consistent with our new growth strategy and
will enable us to focus on our defined growth areas. Sony has been an excellent
partner, and they are the right company to take this business to the next step
and ensure that it realizes its full value and potential. We look forward to
witnessing Sony Music Entertainment's exciting future under Sony's ownership."

Once the transaction is completed, SMEI will be comprised of premier music
labels such as: Arista Records, Columbia Records, Epic Records, J Records, Jive
Records, RCA Records, and Zomba. Key recording artists will include Celine Dion,
Alicia Keys, Yo-Yo Ma, Bruce Springsteen, Justin Timberlake, Usher and Jay Chou.

As part of the transaction, the parties have also agreed to continue to share
the company's manufacturing and distribution requirements between Sony's
manufacturing subsidiary, Sony DADC, and Bertelsmann's services company, Arvato
Digital Services GmbH ("Arvato"), by extending the agreements with Arvato for
additional terms of up to six years. In addition, Bertelsmann will be taking
over selected European music catalog assets from Sony BMG.

Consummation of the transaction remains subject to a number of conditions,
including approvals of regulatory authorities in certain jurisdictions.

About Sony Corporation

Sony Corporation is a leading manufacturer of audio, video, game,
communications, key device and information technology products for the consumer
and professional markets. With its music, pictures, computer entertainment and
on-line businesses, Sony is uniquely positioned to be the leading electronics
and entertainment company in the world. Sony recorded consolidated annual sales
of approximately $88 billion for the fiscal year ended March 31, 2008. Sony
Global Web Site: http://www.sony.net/

About Bertelsmann AG

Bertelsmann is an international media company encompassing television (RTL
Group), book publishing (Random House), magazine publishing (Gruner + Jahr),
music (BMG), media services (Arvato), and media clubs (Direct Group) in more
than 50 countries. Bertelsmann's claim is to inspire people around the world
with first-class media and communications offerings - entertainment, information
and services - and occupy leading positions in its respective markets. The
foundation of Bertelsmann's success is a corporate culture based on partnership,
entrepreneurial spirit, creativity, and corporate responsibility. The company
strives to bring creative new ideas to market and create value.

Press Contacts:

Sony/New York:

Lisa Gephardt
212/833-6826
Lisa_gephardt@sonyusa.com

Mack Araki
212/833-6821
Mack_araki@sonyusa.com

Bertelsmann AG

Andreas Grafemeyer
Senior Vice President Media Relations
Phone: +49 - 5241 / 80 24 66
andreas.grafemeyer@bertelsmann.de

Tobias Riepe
Vice President Media Relations
Phone: +49 - 5241 / 80 77 69
tobias.riepe@bertelsmann.de

Bertelsmann AG/New York

Kelly Sullivan
Senior Managing Director
JFWBK
Phone: +1 - 212 / 895 - 86 59
ksullivan@joelefrank.com

Bertelsmann AG/UK

Angus Maitland
Executive Chairman
Maitland
Tel.: +44 - 20 / 73 79 51 51
amaitland@maitland.co.uk

Sony Corporation

Copyright Business Wire 2008

 

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