MEDIA Central’s shareholder enters into an agreement to combine the Company with Canadian digital merchandising specialist Flipp to form a global platform in Drive to Store Marketing

20 Aug 2024 10:05 CEST

MEDIA Central’s shareholder enters into an agreement to combine the Company with
Canadian digital merchandising specialist Flipp to form a global platform in
Drive to Store Marketing

Mönchengladbach, Germany, 20th August 2024. European D2S Holding S.à r.l. (the
“Shareholder” or “European D2S Holding”), sole shareholder of MEDIA Central
Holding GmbH (the “Company” or “MEDIA Central”), today entered into a sale and
purchase agreement with TL Reach Bidco GmbH (the “Purchaser”) regarding the sale
of all shares in the Company in a combination with Flipp Operations Inc.
(“Flipp”), a North American Drive to Store Marketing specialist (the
“Transaction”). The shareholders of European D2S Holding will reinvest a
significant amount of their sales proceeds into the combined group. The new
ownership structure will be led by majority owner Truelink Capital and include
Bregal Unternehmerkapital and Highland Europe.

The consummation of the Transaction is subject to the fulfillment of conditions
precedent, including prior (actual or deemed) approval under applicable foreign
investment control laws as regulatory condition, and expected for Q4 2024.

No decision has yet been taken whether the senior secured EUR 250,000,000
sustainability linked bonds issued by the Company and listed on the Nordic ABM
(ISIN 0012940347) will be repaid in connection with the Transaction or whether a
waiver regarding a change of control event or corresponding amendment of the
bond’s terms and conditions will be obtained. The Company will provide an update
once available.

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