Time Warner Announces Agreement to Acquire NDTV Imagine

Time Warner Inc. (NYSE: TWX) today announced that its board of directors has approved the acquisition of NDTV Imagine Limited (Imagine) from NDTV Networks Plc, an indirect subsidiary of NDTV Limited. Imagine owns a leading Hindi general entertainment channel and other entertainment assets in India. The acquisition will be made by Turner Asia Pacific Ventures, Inc., a Time Warner company, and Imagine will become a key part of Turner’s operations in the Asia-Pacific region.

Time Warner is increasingly focused on developing its businesses internationally, especially in fast-growing markets like India. This acquisition also advances Time Warner’s strategy to create and deliver popular, high-quality programming to consumers globally.

Turner is investing a total of $126.5 million in this transaction, resulting in a 92% stake in Imagine. It includes the secondary purchase of an 87.4% stake in Imagine from NDTV Networks Plc and another minority shareholder, as well as a $50 million primary capital infusion for the funding of the business at the acquisition’s closing. The remaining 8% stake in Imagine will be held by the current management of Imagine, ESOP holders and NDTV Networks Plc. After the completion of the transaction, once regulatory approvals are received, Imagine will continue to be led by Sameer Nair as Chief Executive Officer. Mr. Nair and the company's existing core team will work in tandem with Turner's senior management.

Steve Marcopoto, President, Turner Broadcasting System Asia Pacific, Inc. (TBSAP), said: "This acquisition marks another significant milestone in Turner's business in India, and I’m particularly delighted to announce this deal as we celebrate 20 years in the Asia-Pacific region. India continues to be a key priority for us. Our accelerated pace of investment here underscores both our commitment to this dynamic market and our view of India's compelling long-term potential. NDTV has created a first-class network that has been successful in catering to the needs of the entire spectrum of television audiences and we’re happy to leverage our expertise to help take the channel forward.”

Dr. Prannoy Roy, Chairman, NDTV Limited, added: "NDTV welcomes Time Warner and Turner to Imagine. Time Warner is one of the world's finest media organizations, while Imagine has an outstanding team and has built for itself a very solid base. Time Warner's experience, expertise and resources will ensure that Imagine achieves its full potential in the near future. For NDTV, this marks the final stage and the successful conclusion of the restructuring of its subsidiary, NDTV Networks, plc. As a result of this restructuring, the NDTV Group will be in a position to be cash-surplus and debt-free on a consolidated basis."

Imagine joins Turner's diverse portfolio of world-class content across multiple genres in India that include: Cartoon Network & POGO, leaders in the kids' TV and interactive entertainment; the leading news channel CNN International; and English entertainment channels WB, HBO and TCM. Turner also has several successful partnerships in India, including those with: Zee Entertainment and Enterprises Ltd (ZEEL) for distribution company Zee Turner Limited, offering the country's largest collection of television channels; GBN (a TV18 company) for the co-branded 24-hour English news channel CNN IBN; and the Alva Brothers for a minority stake in Miditech, one of India's largest television production companies and a Hindi general entertainment channel, REAL.

BofA Merrill Lynch served as financial adviser to Time Warner on this transaction.

About Time Warner Inc.

Time Warner Inc., a global leader in media and entertainment with businesses in television networks, filmed entertainment and publishing, uses its industry-leading operating scale and brands to create, package and deliver high-quality content worldwide through multiple distribution outlets.

Turner International India Pvt. Ltd.

A division of Time Warner, Turner International India Pvt. Ltd. is the arm of Turner Broadcasting System. Inc. that manages the sales and marketing of Turner's news and entertainment services in India and South Asia.

Turner Broadcasting System Asia Pacific, Inc. and Turner Asia Pacific Ventures, Inc.

Turner Broadcasting System Asia Pacific, Inc. and Turner Asia Pacific Ventures, Inc. are wholly owned subsidiaries of Turner Broadcasting System, Inc. (TBS), a Time Warner company, and a major producer of news and entertainment products around the world. In the Asia Pacific region, TBSAP distributes CNN International, CNNJ (Japan), CNN Headline News, Cartoon Network, TCM, Pogo, Boomerang, QTV (Korea), Tabi Channel (Japan), MONDO21 (Japan) and the soon-to-be-launched truTV, as well as interactive news and entertainment content.

NDTV Imagine Limited

Spearheaded by Sameer Nair, NDTV Imagine has made strategic forays into key businesses in the media and entertainment space since it first launched on January 21, 2008. Successfully operating in the fiercely competitive Hindi GE space, Imagine has carved out a niche for itself with its unique, mould-breaking reality programming and soul-stirring dramas. The channel has delivered on its promise to entertain and delight audiences with a whole new world of Hindi entertainment, offering a wide variety of programming across genres. The company’s other subsidiaries, include a movie production company NDTV Imagine Pictures Ltd.; Alliance Lumiere Limited, a joint venture operating a multi-language world cinema channel and Imagine Showbiz Limited, a joint venture operating a Bollywood Entertainment and Music channel.