UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): July 28, 2008
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
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BERMUDA
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0-24796
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98-0438382
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(State
or other jurisdiction of incorporation and organisation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, Church Street, Hamilton
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HM
11 Bermuda
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (441) 296-1431
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 – Entry into a material definitive agreement
On July
28, 2008, CME Media Enterprises B.V. (“CME”), a wholly owned subsidiary of
Central European Media Enterprises Ltd., entered into a Master Share Purchase
Agreement with Top Tone Holdings Limited (“Top Tone Holdings”) to acquire
an 80% indirect interest in TV2, which operates a national terrestrial network
in Bulgaria, and Ring TV, which operates a sports cable channel (collectively,
the “TV2 Group”) for cash consideration of approximately $172 million. The
purchase price is subject to adjustment at completion for movements in working
capital and debt as well as a holdback to cover potential undisclosed
liabilities.
CME will
acquire an 80% interest in Top Tone Media S.A. (“Top Tone Media”) and Zopal S.A.
(“Zopal”) from Top Tone Holdings. Top Tone Media owns 100% of TV2
Ltd. and operates the TV2 channel. Zopal owns 100% of LG Consult
Ltd. (“LGC”); and LGC owns 88.7% of Ring-SV AD, which operates Ring
TV. It is expected that LGC will acquire the remaining 11.3% of Ring
TV prior to completion. LGC also owns and operates Radio Mila and holds other
minor cable, terrestrial and internet assets.
In
connection with this acquisition, CME will also enter into a consulting
agreement with Krassimir Guergov, a well know media entrepreneur in Bulgaria who
will continue to provide his expertise and advice for the development of TV2,
Ring TV and the other broadcasting properties of CME in Bulgaria. Mr. Guergov is
entitled by contract to the economic benefits that accrue to Top Tone Holdings
and Equip Limited (which owns 10% of Top Tone Media).
The
transaction documents also grant Top Tone Holdings and Equip Limited the right
to put their aggregate 20% interest in Top Tone Media to CME and grant Top Tone
Holdings the right to put its 20% interest in Zopal to CME, in each case from
the fifth anniversary of the completion of the transaction. In addition, CME has
the right to call a 14% interest in Top Tone Media from Top Tone Holdings and
Equip Limited and a right to call a 14% interest in Zopal from Top Tone Holding
from the fifth anniversary of the completion of the acquisition. Both
the put price and the call price will be determined by an independent
valuation.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, we have duly caused
this report to be signed on our behalf by the undersigned thereunto duly
authorized.
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CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
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Date:
July 28, 2008
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/s/
Wallace Macmillan |
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Wallace
Macmillan
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Chief
Financial Officer
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