form8k.htm
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) January 20, 2010
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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Mintflower
Place, 4th floor
Par-La-Ville
Rd, Hamilton, Bermuda
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HM
08
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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
Clarendon
House, Church Street, HM 11 Hamilton, Bermuda
(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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
January 20, 2010, Central European Media Enterprises Ltd. (“CME”) and its wholly-owned
subsidiary CME Cyprus Holding II Limited (“Cyprus Holding”) entered into
a share purchase agreement (the “Agreement”) with Igor
Kolomoisky and Harley Trading Limited (“Harley”), a company
beneficially owned by Mr. Kolomoisky, to sell CME’s Studio 1+1 and Kino
businesses in Ukraine. Aggregate cash consideration for the transaction is US$
300 million plus the reimbursement of the amount of additional funding CME
provides to these businesses between signing and completion. The
amount of additional funding is estimated to be US$ 19 million.
Pursuant
to the terms of the Agreement, CME will sell 100% of Cyprus Holding, which owns
the entities comprising the Studio 1+1 and Kino businesses, to
Harley. Harley will pay an initial instalment of US$ 30 million on
February 1, 2010 and the remaining $270 million plus the reimbursement of the
additional cash funding at completion. Under a guarantee provided by
Mr. Kolomoisky under the Agreement, his liability is limited to US$ 30
million. Completion is subject to the receipt of regulatory approvals
by Harley and is expected to occur during the second half of April
2010. CME is entitled to terminate the Agreement if the initial US$
30 million instalment is not paid when due. In addition, in the event
completion does not occur for certain specified reasons, CME may be entitled to
retain up to the entire amount of the initial instalment of $30 million.
Mr.
Kolomoisky is a member of the Board of Directors of CME and beneficially owns
approximately 2.6% of the outstanding shares of CME.
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Item
1.02
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Termination
of a Material Definitive Agreement
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In
connection with the Agreement, CME, Mr. Kolomoisky and the other parties thereto
terminated the agreement dated July 2, 2009, as amended, relating to an
investment by Mr. Kolomoisky in CME's Ukraine operations, as described in the
Current Report on Form 8-K filed by CME on July 2, 2009. Item 1.01 is
herein incorporated by reference.
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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Date:
January 20, 2010
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/s/ David Sturgeon
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David
Sturgeon
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Deputy
Chief Financial Officer
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