EXHIBIT (a)(i)(vi)
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AMENDMENT AND SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASHALL OF THE OUTSTANDING ORDINARY SHARES AND ALL OF THE OUTSTANDING AMERICAN DEPOSITARY SHARES(EACH AMERICAN DEPOSITARY SHARE REPRESENTING ONE HALF OF ONE ORDINARY SHARE)OF ANTENNA TV S.A.AT$2.40 PER ORDINARY SHARE AND $1.20 PER AMERICAN DEPOSITARY SHAREBY HOLNEST INVESTMENTS LIMITEDGLOBECAST HOLDINGS LIMITED ALTAVISTA GLOBAL HOLDINGS LIMITED PRAXIS GLOBAL INVESTMENTS LIMITEDMINOS KYRIAKOU THEODORE KYRIAKOU XENOPHON KYRIAKOU ATHINA KYRIAKOU
Holnest Investments Limited, Globecast Holdings Limited, Altavista
Global Holdings Limited and Praxis Global Investments Limited, each a
corporation incorporated pursuant to the laws of the Republic of Ireland, and
Minos Kyriakou, Theodore Kyriakou, Xenophon Kyriakou and Athina Kyriakou
(collectively, the "Offerors"), are providing you this supplement to our Offer
to Purchase, dated November 25, 2002, relating to our Offer for (i) all
outstanding Ordinary Shares not already owned by us or our affiliates and (ii)
all outstanding ADSs not already owned by us or our affiliates, of Antenna TV
S.A., at a purchase price of $2.40 per Ordinary Share or $1.20 per ADS, net in
cash, without interest. This supplement provides additional disclosures with
respect to the terms of the Offer. Capitalized terms used and not defined in
this supplement have the same meanings as in the Offer to Purchase.
The information in the Offer to Purchase is hereby expressly
incorporated in this amendment by reference, except as amended and supplemented
as set forth herein. You should read this supplement together with the Offer to
Purchase we filed with the Securities and Exchange Commission and mailed to you
on November 25, 2002.
The Offer to Purchase is amended and supplemented as follows:
(1) The list of the Offerors on the cover page of the
Offer to Purchase is amended by adding the following names:
"MINOS KYRIAKOU THEODORE KYRIAKOU XENOPHON KYRIAKOU ATHINA KYRIAKOU"
(2) The second paragraph on the cover page of the Offer
to Purchase is amended and restated in its entirety to read as follows:
"Holnest Investments Limited, Globecast Holdings Limited,
Altavista Global Holdings Limited and Praxis Global
Investments Limited, each a corporation incorporated under the
laws of the Republic of Ireland, and Minos Kyriakou, Theodore
Kyriakou, Xenophon Kyriakou and Athina Kyriakou (collectively,
the "Offerors") are offering to purchase (i) all of the
outstanding ordinary shares, par value GRD 100 (the "Ordinary
Shares") and (ii) all of the outstanding American Depositary
Shares, each representing one half of one Ordinary Share (the
"ADSs") of Antenna TV S.A., that they or their affiliates do
not already own upon the terms and conditions of this Offer
and the related Letter of Transmittal."
(3) The paragraph appearing in the Offer to Purchase
under "Summary Term Sheet--Questions and Answers About the Tender Offer--Who is
offering to buy my ADSs or Ordinary Shares?" is amended and restated in its
entirety to read as follows:
"We are Holnest Investments Limited, Globecast Holdings
Limited, Altavista Holdings Limited and Praxis Global
Investment Limited, each a corporation incorporated under the
laws of the Republic of Ireland, and Minos Kyriakou, Theodore
Kyriakou, Xenophon Kyriakou and Athina Kyriakou. Collectively,
we hold approximately 80% of Antenna's outstanding Ordinary
Shares. We are or are controlled by members of the Kyriakou
family, the same interests that control Antenna. See "The
Offer--Certain Information Concerning the Offerors" in this
Offer."
(4) The date "January 24, 2003" appearing in the first
sentence in the Offer to Purchase under "Summary Term Sheet--Questions and
Answers About the Tender Offer--Until what time can I withdraw previously
tendered ADSs or Ordinary Shares?" is amended and restated to read "January 23,2003".
(5) The first paragraph appearing in the Offer to
Purchase under "Introduction" is amended and restated in its entirety to read as
follows:
"Holnest Investments Limited, Globecast Holdings Limited,
Altavista Global Holdings Limited and Praxis
Global Investments Limited, each a corporation incorporated
pursuant to the laws of the Republic of Ireland, and Minos
Kyriakou, Theodore Kyriakou, Xenophon Kyriakou and Athina
Kyriakou (collectively, the "Offerors"), hereby offer to
purchase all of the outstanding ordinary shares, par value GRD
100 ("Ordinary Shares"), and all of the outstanding American
Depositary Shares, each representing one half of one Ordinary
Share ("ADSs"), of Antenna TV S.A., a Greek corporation
("Antenna") not already owned by the Offerors and their
affiliates."
(6) The third paragraph appearing in the Offer to
Purchase under "Introduction" is amended and restated in its entirety to read as
follows:
"The Offerors collectively hold approximately 80% of Antenna's
outstanding Ordinary Shares and are or are controlled by the
same individual members of the Kyriakou family that control
Antenna."
(7) The 16 paragraph (beginning with "On October 2,2002,...") appearing in the Offer to Purchase under "Special Factors--Background
of the Offer" is amended by adding the following immediately before the last
sentence of such paragraph:
"The power and authority of the Special Committee was not
limited in any way by the Antenna Board."
(8) The first paragraph appearing in the Offer to
Purchase under "Special Factors--Purpose of the Offer; Plans for
Antenna--Purpose of the Offer" is amended by adding the following immediately
before the first sentence of such paragraph:
"The purpose of the Offer is to provide shareholders with the
means of selling their ADSs and Ordinary Shares to the
Offerors to permit the Offerors collectively to increase their
ownership of Antenna and take Antenna private."
(9) The third paragraph appearing in the Offer to
Purchase under "Special Factors--Purpose of the Offer; Plans for
Antenna--Purpose of the Offer" is amended and restated in its entirety to read
as follows:
"The decision to take Antenna private at this time rather than
at any other time of the Company's operating history is a
result of a number of factors, the most important of which
are:
o that there is no advantage to the Offerors or the
public shareholders to continue as a public company
in light of the inability to expand the ownership
base and increase the size of Antenna, especially in
light of the fall in the market price of the ADSs
beginning in the second half of 2001;
o the steep decline in the value of shares traded on
the Athens stock exchange, beginning in late 2000,
which caused Antenna to drop plans to seek a listing
on that exchange and thereby increase its shareholder
base; and
o it is not in Antenna's best interest to continue to
shoulder the burden and expense of being a public
company (particularly as it relates to management's
attention on compliance and investor relations)."
(10) The fourth paragraph appearing in the Offer to
Purchase under "Special Factors--Purpose of the Offer; Plans for Antenna--Plans
for Antenna After Completion of the Offer" is amended and restated in its
entirety to read as follows:
"Subsequent to a successful consummation of the Offer
(assuming all of the outstanding ADSs and Ordinary Shares,
other than those already owned by the Offerors and their
affiliates, are tendered to the Offer), current holders of
ADSs and Ordinary Shares of Antenna not controlled by the
Offerors or their affiliates will cease to have any equity
interest in Antenna, will not have the opportunity to
participate in the earnings and growth of Antenna and will not
have any right to vote on corporate matters. Similarly
(assuming all of the outstanding ADSs and Ordinary Shares,
other than those already owned by the Offerors, are tendered
to the Offer), current holders of ADSs and Ordinary Shares
will not face the risk of losses generated by Antenna's
operations or decline in Antenna's value. Instead, they would
have immediate liquidity in the form of the Offer Price in
place of an ongoing equity interest in Antenna in the form of
ADSs or Ordinary Shares. All of the other incidents of share
ownership of Antenna's public shareholders, such as the right
to vote on certain corporate decisions, to elect directors and
to receive distributions upon the liquidation of Antenna would
be extinguished upon acceptance by the Offerors of ADSs or
Ordinary Shares tendered in the Offer. If the Offer is
completed but less than all of the outstanding ADSs and
Ordinary Shares
are tendered to the Offer, the current shareholders of Antenna
who have not tendered their ADSs and Ordinary Shares in the
Offer will have a proportionate share of the equity interests
in Antenna and a proportionate participation in the earnings
and growth of Antenna and in its losses or declines in value.
Once Antenna delists and ceases to be an SEC reporting
company, it will cease to have access to the public equity
capital markets as a source of funding. However, it will have
external access to capital, if and when it requires such
capital, through possible infusions from the Offerors or
through incurrence of additional indebtedness. Once Antenna
delists and ceases to be an SEC reporting company, it will not
be subject to the listing standards of the Nasdaq National
Market and will not be required to comply with the rules and
regulations promulgated as a result of the Sarbanes-Oxley Act
of 2002 that apply to either listed companies or SEC reporting
companies. So long as Antenna is required under its indentures
to prepare periodic reports as if it were an SEC reporting
company, it will continue to do so, but thereafter will cease
to prepare such reports. Legal and accounting fees for Antenna
and other expenses related to its status as a public company
average approximately $450,000 per year."
(11) The following factors appearing in the Offer to
Purchase under "Special Factors--Recommendation of the Special Committee and the
Antenna Board; Fairness of the Offer--Fairness of the Offer--The Special
Committee" are amended as follows:
a. The following is added after the first sentence of
factor 2:
"The Special Committee adopted the analysis of Piraeus Bank
and its conclusions."
b. The following is added to the end of factor 3:
", a premium of $0.79 (192%) per ADS over the market price on
the Nasdaq National Market 32 days prior to the public
announcement of the Offer and a premium of $0.22 (22%) per ADS
over the market price on the Nasdaq National Market 60 days
prior to the public announcement of the Offer. The Special
Committee did not consider prior purchases of ADSs by the
Offerors as such purchases were
made during a period when different market conditions
prevailed."
c. The following is added after the second sentence of
factor 8:
"The Special Committee was also aware that the Offerors'
intention to offer $1.20 per ADS ($2.40 per Ordinary Share)
for the ADS and Ordinary Shares they did not already own had
been made public on October 1, 2002 and that no third party
indicated an interest in acquiring Antenna or the ADS and
Ordinary Shares not owned by the Offerors or their
affiliates."
d. The third sentence (beginning with "Accordingly, the
Special Committee...") in factor 8 is replaced with
the following:
"Accordingly, the Special Committee concluded that an
acquisition of Antenna by a third party was not a feasible
alternative nor was a higher offer for the ADSs and Ordinary
Shares likely."
e. Factor 9, "Procedural Fairness", is amended and
restated in its entirety to read as follows:
"9. PROCEDURAL FAIRNESS. The Special Committee considered
the fact that:
o the Special Committee consisted of all of the
independent directors of Antenna and was appointed to
represent the interests of holders of ADSs and
Ordinary Shares (other than the Controlling
Shareholders);
o the Special Committee retained and was advised as to
its fiduciary duties by its own independent legal
counsel;
o the Special Committee retained and was advised by
Piraeus Bank, as its independent financial advisor,
with the sole objective of rendering an opinion as to
the fairness, from a financial point of view, of the
Offer to the holders of ADS and Ordinary Shares
(other than the Offerors and their affiliates);
o each holder of ADSs and Ordinary Shares is able to
decide voluntarily whether or not to tender its ADSs
or Ordinary Shares in the Offer; and
o that the Offer contains procedures for holders of
ADSs and Ordinary Shares to withdraw their tendered
ADSs and Ordinary Shares prior to the Expiration
Time."
(12) The following paragraph is inserted immediately
following the bullet point list appearing in the Offer to Purchase under
"Special Factors--Recommendation of the Special Committee and the Antenna Board;
Fairness of the Offer--Fairness of the Offer--The Antenna Board":
"The Antenna Board did not independently analyze the factors
taken into account by the Special Committee. Instead, the
Antenna Board adopted the analysis of the Special Committee
and its conclusions."
(13) The bullet point list appearing after the third
paragraph (beginning with "The Antenna Board, including...") in the Offer to
Purchase under "Special Factors--Recommendation of the Special Committee and the
Antenna Board; Fairness of the Offer--Fairness of the Offer--The Antenna Board"
is amended and restated in its entirety to read as follows:
"o the fact that the Special Committee consisted of all
of the independent directors of Antenna and was
appointed to represent the interests of holders of
ADSs and Ordinary Shares (other than the Controlling
Shareholders);
o the fact that the Special Committee retained and was
advised as to its fiduciary duties by its own
independent legal counsel;
o the fact that the Special Committee retained and was
advised by Piraeus Bank, as its independent financial
advisor, with the sole objective of rendering an
opinion as to the fairness, from a financial point of
view, of the Offer to the holders of ADS and Ordinary
Shares (other than the Offerors and their
affiliates);
o the fact that each holder of ADSs and Ordinary Shares
is able to decide voluntarily whether or not to
tender its ADSs or Ordinary Shares in the Offer;
o the fact that the Offer contains procedures for
holders of ADSs and Ordinary Shares to withdraw their
tendered ADSs and Ordinary Shares prior to the
Expiration Time; and
o the nature of the deliberations under which the
Special Committee evaluated the Offer and the
alternatives to the Offer."
(14) The following paragraph is inserted before the
penultimate paragraph appearing in the Offer to Purchase under "Special
Factors--Recommendation of the Special Committee and the Antenna Board; Fairness
of the Offer--Fairness of the Offer--The Antenna Board":
"The Special Committee did not consider the net book value of
the Ordinary Shares useful, absent an appraisal, in
determining whether to accept the Offerors offer of $1.20 per
ADS ($2.40 per Ordinary Share). The Special Committee did
evaluate Antenna as a going concern through various analyses
performed by Piraeus Bank, including the discounted cash flow
analysis and other methodologies prepared by Piraeus Bank in
connection with its fairness opinion, which took into account
financial forecasts, cash flow streams and other qualitative
factors. See "--Opinion of Financial Advisor."
(15) The following phrase is inserted at the end of the
third bullet point (replacing "; and") appearing in the Offer to Purchase under
"Special Factors--Position of the Offerors Regarding Fairness of the Offer":
", which conclusions the Offerors adopted as they did not
conduct their own analysis of fairness;"
(16) The following information is inserted after the third
bullet point appearing in the Offer to Purchase under "Special Factors--Position
of the Offerors Regarding Fairness of the Offer":
o "the Special Committee received an opinion from
Piraeus Bank, their independent financial advisor;
and"
(17) The following information is inserted following the
last paragraph appearing in the Offer to Purchase under "Special
Factors--Position of the Offerors Regarding Fairness of the Offer":
"The Offerors believe that the Offer is procedurally fair to
holders of ADSs and Ordinary Shares (other than the Offerors
and their affiliates) based on the following factors:
o the fact that the Special Committee consisted of all
of the independent directors of Antenna and was
appointed to represent the interests of holders of
ADSs and Ordinary Shares (other than the Offerors and
their affiliates);
o the fact that the Special Committee retained and was
advised as to its fiduciary duties by its own
independent legal counsel;
o the fact that the Special Committee retained and was
advised by Piraeus Bank, as its independent financial
advisor, to assist it in evaluating the Offer;
o the fact that each holder of ADSs and Ordinary Shares
is able to decide voluntarily whether or not to
tender its ADSs or Ordinary Shares in the Offer; and
o the fact that the Offer contains procedures for
holders of ADSs and Ordinary Shares to withdraw their
tendered ADSs and Ordinary Shares prior to the
Expiration Time."
(18) The date "January 24, 2003" appearing in the second
sentence of the first paragraph in the Offer to Purchase under "The
Offer--Withdrawal Rights" is amended and restated to read "January 23, 2003"."
(19) The first paragraph (including the three bullet
points) appearing in the Offer to Purchase under "The Offer--Acceptance for
Payment and Payment for ADSs and Ordinary Shares--Payment" is amended and
restated in its entirety to read as follows:
"PAYMENT. Upon the terms and subject to the conditions of the
Offer, the Offerors will accept for payment and will pay for
all ADSs and Ordinary Shares validly tendered prior to the
Expiration Time and not properly withdrawn in accordance with
"The Offer--Withdrawal Rights" promptly after the Expiration
Time. For a description of the Offerors' right to terminate
the Offer and not accept for payment or pay for the ADSs or
Ordinary Shares or to delay acceptance for payment or payment
for ADSs or Ordinary Shares see "--Terms of the Offer.""
(20) The phrase "as promptly as practicable following the
expiration of the Offer" appearing in the third paragraph in the Offer to
Purchase under "The Offer--
Acceptance for Payment and Payment for ADSs and Ordinary Shares--General" is
replaced with the following:
"promptly following the expiration of the Offer."
(21) The following information is inserted immediately
prior to the section appearing in the Offer to Purchase under "The
Offer--Certain Information Concerning the Offerors--Prior ADS Purchases":
"Mr. Minos Kyriakou's business address is c/o Antenna TV S.A.,
Kifissias Avenue 10-12, Maroussi 151 25, Athens, Greece. His
business telephone number is +30 210-688-6303. Mr. Kyriakou is
the Chairman of the Antenna Board and the sole shareholder of
Holnest and Uniholdings.
Mr. Theodore Kyriakou's business address is c/o Antenna TV
S.A., Kifissias Avenue 10-12, Maroussi 151 25, Athens, Greece.
His business telephone number is +30 210-688-6303. Mr.
Kyriakou is the Vice Chairman of the Antenna Board and the
sole shareholder of Globecast.
Mr. Xenophon Kyriakou's business address is Kifissias Avenue
10-12, Maroussi 151 25, Athens, Greece. His business telephone
number is +30 210-688-6303. Mr. Kyriakou is a director of
Antenna and the sole shareholder of Altavista.
Ms. Athina Kyriakou's business address is c/o Antenna TV S.A.,
Kifissias Avenue 10-12, Maroussi 151 25, Athens, Greece. Her
business telephone number is +30 210-688-6303. Ms. Kyriakou is
a director of Antenna and the sole shareholder of Praxis.
The citizenship, current principal occupation and material
occupations, positions, offices or employment for the past
five years of each of Minos Kyriakou, Theodore Kyriakou,
Xenophon Kyriakou and Athina Kyriakou are set forth on
Schedule I to the Offer to Purchase.
During the past five years, none of the foregoing individuals
have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor were they
party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement)
that resulted in a judgment, decree or final order enjoining
the person from future violations of, or prohibiting
activities subject to, federal or state securities
laws, or a finding of any violation of federal or state
securities laws."
(22) Clause (2) in the first paragraph appearing in the
Offer to Purchase under "The Offer--Conditions of the Offer" is amended and
restated to read as follows:
"(2) at any time on or after November 25, 2002 and prior to
the Expiration Time, any of the following events occur:"
(23) The phrase "or the benefits expected to be derived by
the Offerors as a result of the Offer" in the last sentence of section (a)
appearing in the Offer to Purchase under "The Offer--Conditions of the Offer" is
hereby deleted in its entirety.
(24) Subsections (iv), (v), (vi) and (vii) in section (b)
appearing in the Offer to Purchase under "The Offer--Conditions of the Offer"
are hereby amended and restated to read as follows:
"(iv) seeks to impose or confirm any material limitation on
the ability of the Offerors to acquire or hold, or to exercise
full rights of ownership of, any ADSs or Ordinary Shares,
including the right to vote such ADSs or Ordinary Shares on
all matters properly presented to the shareholders of Antenna,
(v) seeks to require divestiture by the Offerors of all or any
of the ADSs or Ordinary Shares or (vi) otherwise has or might
reasonably be expected to have a Material Adverse Effect or
results or might reasonably be expected to result in a
Diminution in Value; or"
(25) Subsections (v), (vi) and (vii) in section (c)
appearing in the Offer to Purchase under "The Offer--Conditions of the Offer"
are hereby amended and restated to read as follows:
"(v) requires divestiture by the Offerors of all or any of the
ADSs or Ordinary Shares or (vi) otherwise has or might
reasonably be expected to have a Material Adverse Effect or
results or might reasonably be expected to result in a
Diminution in Value; or"
(26) The phrase "has a reasonable possibility of being
successful" in section (d) appearing in the Offer to Purchase under "The
Offer--Conditions of the Offer" is hereby amended and restated to read as
follows:
"has a reasonable likelihood of being successful"
(27) The last paragraph appearing in the Offer to Purchase
under "The Offer--Conditions of the Offer" is hereby amended and restated to
read as follows:
"The foregoing conditions are for the sole benefit of the
Offerors and may be waived by the Offerors, in whole or in part, at any time
prior to the Expiration Time in the reasonable discretion of the Offerors. The
failure by the Offerors at any time to exercise their rights under any of the
foregoing conditions shall not be deemed a waiver of any such rights and each
such right shall be deemed an ongoing right which may be asserted at any time
prior to the Expiration Time. If the Offer is terminated under any of the
foregoing provisions, all tendered ADSs or Ordinary Shares that have not
previously been accepted for payment will be returned to the tendering
shareholder. "
(29) The list of the Offerors appearing in the Offer to
Purchase under "The Offer--Miscellaneous" is amended by adding the following
names:
"MINOS KYRIAKOU THEODORE KYRIAKOU XENOPHON KYRIAKOU ATHINA KYRIAKOU"
If you have any questions about the Offer or the information
contained in this supplement, you should contact Georgeson Shareholder
Communications, Inc., 17 State Street, 10th Floor, New York, New York10004,
telephone (212) 440-9800 (Bank and Broker calls) or (866) 870-4331 (all others).
The Date of this supplement is December 17, 2002
