Sale Of TVN SA Could Drag, Structured Deal Possible -Sources

The sale of Polish broadcaster TVN SA (TVN.WA) is likely to take some time and could become a structured deal of two trade buyers or a trade buyer with one or more private equity firms, investment bankers familiar with the matter said Tuesday.

Polish entertainment group ITI Holdings SA (ITIH.LU), which holds a 56% stake in TVN, said early July it was considering options for a possible sale of its entire stake in the company.

An immediate obstacle to a deal is TVN's share price which Tuesday traded at 13.06 zlotys, down 15% compared with July 6, the day before ITI declared an interest in a sale. This values the 56% stake at PLN2.65 billion ($879 million).

"The sellers are interested in PLN19 to PLN20 [a share]," one person familiar with the matter said. "It may be hard to get such an offer."

There are, however, at least eight interested buyers, including Time Warner Inc. (TWX), Discovery Communications (DISCK), Bertelsmann AG and Vivendi (VIV.FR), as well as private equity funds BC Partners, CVC, Kohlberg Kravis Roberts & Co. and Apax, two people familiar with the matter said.

Private equity fund EQT Partners would be too small to make a bid alone but could if they partner with someone, one person said.

Vivendi has already been proposing the deal to private equity funds, another person said. Under such an arrangement, the buyers would spin off TVN's web portal Onet.pl, worth about PLN1 billion, with the private equity fund keeping the core television business and Vivendi getting TVN's pay-TV unit Platforma "n", one person said.

German media firm Bertelsmann AG could also join Vivendi and take the television business, a third person said.

In late August, Vivendi Chief Executive Jean-Bernard Levy said the company continues to look for small to medium-sized acquisitions to boost its presence in emerging markets. He declined to comment on suggestions the group may be interested in acquiring all or part of TVN. "We never comment on any particular rumor," Levy said, but added the company is "very attentive" to what is happening in Poland where it already has operations.

A spokesman for Bertelsmann declined to comment and the private equity firms also declined to comment, couldn't immediately comment or couldn't be reached for comment.

JP Morgan and Nomura are advising ITI.

-By Marynia Kruk, Dow Jones Newswires; [phone]; [e-mail]

(Ruth Bender in Paris, Philipp Grontzki in Frankfurt and Margot Patrick in London contributed to this story)