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04 April 2019

Offer for the Sale of the Company's Shares in Team Internet

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.

Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) ("Matomy" or the "Company") announces that it has received an offer to sell all of its shares in Team Internet AG ("Team Internet"), namely 90% of Team Internet's share capital (held indirectly through the Company's wholly owned subsidiaries), to an entity to be formed by Rainmaker Investments GmbH ("Rainmaker"), the owner of the remaining 10% of Team Internet's share capital, alone or together with a partner designated by Rainmaker (the "Sale Offer" and the "Purchaser", respectively).

Rainmaker attached to the Sale Offer a letter of support by a German Private Equity fund, according to which it confirms its full intent to partner with Rainmaker regarding the Sale Offer, having conducted extensive research on the business of Team Internet. The fund has also confirmed that the valuation as well as the structure and other provisions of the transaction under the Sale Offer have been coordinated with it.

The main terms and conditions of the Sale Offer are:

Consideration - cash consideration in the amount of USD 36 million, payable on execution of the definitive agreement for the Sale Offer; such consideration shall be first used for the full payment of the amounts owed by Matomy to holders of its outstanding convertible bonds (the "Bondholders"), which currently amount to approximately NIS 101 million in principal, plus interest.

Conditions - the transaction is subject to certain conditions, including:

(a) approval of the Sale Offer by Matomy and the Bondholders by no later than April 11, 2019 (the "Approvals Deadline");
(b) performance of satisfactory due diligence by the Purchaser within a period of one month following the Approvals Deadline (such period may be extended by the Purchaser for additional 30 days); and
(c) customary anti-trust approvals.

Definitive Agreement – the Sale Offer is subject to negotiation and execution of a definitive agreement.

Exclusivity – Matomy and the Bondholders shall refrain from conducting negotiations in connection with any disposal of Matomy's stake in Team Internet (though, the Sale Offer will not stop or delay the negotiations that are currently ongoing between Matomy and the Bondholders and between Matomy and Rainmaker regarding the Proposed Plan, as described in Note1b in the financial statements of the Company for the period ending on December 31, 2018, as were published on March 31, 2019 (the "Financial Statements")).

For further details regarding the share purchase agreement dated December 2017 (the "2017 SPA") between the Company and Rainmaker, according to which the Company was required to buy the remaining 10% stake in Team Internet (the "Third Sale Exit") from Rainmaker on November 30, 2018, and regarding the remedies Rainmaker entitles to under the 2017 SPA in the event of failure by the Company to pay the consideration for the Third Sale Exit (including the right to repurchase some or all of the Company's shares in Team Internet, at Rainmaker's discretion, at a price of 60% of the original purchase price paid by the Company on such shares), please refer to Note1b in the Financial Statements.

The Board of Directors of Matomy has considered the Sale Offer and decided to proceed in facilitating due diligence by the Purchaser and in negotiating a definitive agreement that reflects the terms of the Sale Offer. Matomy has informed Rainmaker that it will work with Rainmaker with the aim of concluding a definitive agreement during the coming 30 days and that it will refrain from negotiating any sale of Team Internet with a third party during such 30 day period and that if a definitive agreement for the Sale Offer is not reached within such period, the parties will evaluate again the Sale Offer at that point in time. Matomy further noted to Rainmaker that the proposed transaction will include a full release of all obligations of Matomy.

Cautionary Statement


The announcement is prepared for convenience purposes only and it does not constitute or form part of, and should not be construed as, an offer to sell or issue, or the solicitation of an offer to buy or acquire, securities of Matomy in any jurisdiction or an inducement to enter into any investment activity.

This announcement includes forward-looking statements, which include all statements other than statements of historic facts, including, without limitation, those regarding
Matomy's and/or its subsidiaries' (the "Group") financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company, its directors and its or their advisers expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the Rules of the High Growth Segment.

About Matomy

Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) is a global media company. Founded in 2007 with headquarters in Tel-Aviv. Matomy is dual-listed on the London and Tel Aviv Stock Exchanges.

Press Contact Information:
Noam Yellin,, +972544246720

Twitter: @MatomyGroup

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