Lagardère SCA launches a Public Offer of Exchange on the Shares of its Subsidiary Hachette Filipacchi Médias, with an Exchange Ratio of 11 Lagardère Shares for 10 Hachette Filipacchi Médias Shares

Lagardère SCA filed this morning with the Conseil des Marches Financiers (French Financial Markets Council) and the COB (French Securities and Exchange Commission), a draft proposal of simplified public offer of exchange on the shares of its subsidiary Hachette Filipacchi Médias.

This offer, arranged by Crédit Agricole Indosuez and Crédit Lyonnais, is based on the following exchange parity: 11 Lagardère shares for 10 Hachette Filipacchi Médias shares.

Based on the latest share price of the two companies on Thursday April 20, 2000, this ratio shows a premium of 17.7% for Hachette Filipacchi Médias shareholders. Based on the volume-weighted average share prices over the last three months the premium amounts to 20.3%.

Hachette Filipacchi Médias’ counsel, Lehman Brothers International (Europe) has issued a fairness opinion on the offer.

The Board of Directors of Hachette Filipacchi Médias unanimously decided to recommend this offer of exchange to its shareholders.

This operation reinforces Lagardère’s consistent strategy and its role of direct industrial operator in the media sector.

Media industry developments have led all the players in this sector to adapt their editorial contents, produced for conventional media, for distribution through the new digital media (the Internet, digital TV, mobile platforms, etc.), which are expected to experience a strong growth over the next few years.

Strengthened by the recent strategic alliances with Canal+ and T-Online, and it’s unique expertise in the media, Lagardère, through the total take-over of its subsidiary, will be able, in the future, to provide Hachette Filipacchi Médias with the operational and financial resources to extend the penetration of its most famous brands, today mainly distributed in the form of magazines.

The industrial foundation for this operation is to provide Lagardère with the opportunity to pursue the accelerated expansion of its Print Media division, especially through acquisitions, in order to increase its worldwide leadership in the sector.

Based on Lagardère’s net earnings per share published for 1999, the ownership of 100% of Hachette Filipacchi Médias shares would have been accretive by 5% before amortization of the goodwill arising from this operation, and dilutive by 10% after.