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EM.TV approves sale to Henson family

Henson transaction will be completed on July 31st

Courtesy of EM.TV & Merchandising AG
July 23, 2003

The Annual General Meeting (AGM) of EM.TV & Merchandising AG today almost unanimously approved the sale of subsidiary The Jim Henson Company to the family of company founder Jim Henson. Shareholder representation was 52.7 percent of subscribed capital, with approval of the aforementioned agenda item 10 achieving 99.97 percent. One shareholder registered his objection to all agenda points, without stating reasons.

The sale of The Jim Henson Company enables EM.TV to repay completely the remaining outstanding installment of the Junior loan, amounting to 12.5 million Euro and, within current planning, to secure group liquidity well into 2004.

EM.TV will receive some 89 million USD for Jim Henson. Together with the income resulting from the sale of significant assets of the US subsidiary in 2000 and 2001, the EM.TV group has seen a cash inflow for The Jim Henson Company totaling well over 350 million USD.

Furthermore, EM.TV shareholders today confirmed, by a large majority, the appointment of the current Supervisory Board Members Dr. Bernd Thiemann (Chairman), Prof. Dr. h.c. Roland Berger und Dr. Andreas Meissner.

Agenda item 8, relating to the creation of an authorized capital of 73 million Euro and the cancellation of two existing capital structures, which together are of the same order of magnitude, was removed from the agenda by AGM resolution on management recommendation. In the run-up to the AGM a major shareholder in the business let it be known, at short notice, that he would vote against the proposal for the creation of the authorized capital, meaning that the necessary majority of 75 percent of the represented capital could not have been achieved.

Werner E. Klatten, Chairman of the EM.TV Management Board: "The clear vote on the part of the shareholders in favor of the sale of The Jim Henson Company confirms that we have found a fair solution in selling the subsidiary. This marks the conclusion of a large part of EM.TV's restructuring process."

"We will now turn our full attention to finding solutions, possibly this year, for the two remaining significant matters: the solution of issues associated with the Junior.TV joint venture and the restructuring of the convertible bond, due in 2005."