Bertelsmann will not proceed with a contemplated voluntary public offer for RTL shares at this time in light of uncertainties in the Luxembourg law of May 19th, 2006 implementing directive 2004/25/EC of the European Parliament and of the council of April 21st, 2004 concerning public takeover offers (the “Luxembourg Takeover Law”)

On December 4th, 2007, RTL Group S.A.
(“RTL Group”) announced that Bertelsmann had indicated that it was considering making an offer to acquire the outstanding shares in RTL Group not already owned by Bertelsmann, subject to a number of conditions precedent. Also on December 4th, 2007, Bertelsmann announced that no decision had been made to proceed with an offer and that there was no assurance that any offer would be made by Bertelsmann.

At the time, Bertelsmann had not completed its evaluation of the various options available to take RTL Group private. Bertelsmann has now established that there is currently insufficient certainty that the Luxembourg Takeover Law (including the squeeze-out right provided for in that law), would apply to its contemplated offer.

Since the legal basis for Bertelsmann to increase its shareholding in RTL Group to
100 percent appears to be insufficiently certain, Bertelsmann has now decided not to proceed with the recently contemplated offer.

However, Bertelsmann reserves the right to increase its shareholding in RTL Group and continues to assess all routes that are or may become available so as to achieve its strategic goal of taking RTL Group private.

About Bertelsmann AG

Bertelsmann is an international media company encompassing television (RTL Group), book publishing (Random House), magazine publishing (Gruner + Jahr), music (BMG), media services (Arvato), and media clubs (Direct Group) in more than 60 countries. Bertelsmann’s claim is to inspire people around the world with first-class media and communications offerings – entertainment, information and services – and occupy leading positions in its respective markets. The foundation of Bertelsmann's success is a corporate culture based on partnership, entrepreneurial spirit, creativity, and corporate responsibility. The company strives to bring creative new ideas to market and create value.

Bertelsmann is comprised of the television channels, television production companies, and radio stations of Europe's largest entertainment group, RTL Group (RTL Television, M6, Five, Fremantle Media), and the more than 120 publishing houses of Random House, the world's largest trade book publisher (Alfred A. Knopf, Bantam, Goldmann). Gruner + Jahr is Europe's number one magazine publisher (Stern, Geo, Neon, Capital). The Sony BMG joint venture in the BMG division is synonymous with creativity and strong international music brands (Beyoncé, Dixie Chicks, Justin Timberlake, Christina Aguilera). The Arvato media and communications services division brings together distribution, service centers and customer-relationship management, state-of-the art printing manufacturing, storage media production, mobile services, and comprehensive IT services. Bertelsmann's direct-to-customer businesses are unified within the Direct Group: book, DVD, and music clubs (Der Club, France Loisirs), as well as book retailers in France and Portugal.

For further questions, please contact:

Andreas Grafemeyer

Senior Vice President Media Relations

Phone: +49 – 5241 / 80 24 66

andreas.grafemeyer@bertelsmann.de

Attachment

Name	Size
RTL_e.pdf	68 kB