(Telecompaper) Polish pay-TV operator Cyfrowy Polsat has agreed to acquire a majority stake of 83.8 percent in Metelem Holding Company, the company controlling Polkomtel, operator of the Plus mobile network, in exchange for shares of Cyfrowy Polsat. As a result of the transaction, Argumenol, Karswell and Sensor will acquire Cyfrowy Polsat shares. The European Bank for Reconstruction and Development is analyzing the possibility of its participation in the transaction, based on an offer from Cyfrowy Polsat to acquire the EBRD's 16.2 percent stake in Metelem. Metelem has been valued for the purposes of the transaction at PLN 6.15 billion, implying an EV/EBITDA ratio (for the 12 months to September) of 5.7x, which the company said was less than trading multiples for peers and recently completed transactions. An independent opinion issued by EY deemed the price fair. Cyfrowy Polsat estimates operational synergies from the takeover at PLN 3.5 billion and financial synergies at approximately PLN 0.5 billion through 2019. Proforma for the third quarter of 2013, the new Cyfrowy Polsat Group would have reported revenues of PLN 9.7 billion, EBITDA of PLN 3.9 billion, EBITDA margin of 40.1 percent and operating cash flow of PLN 3.6 billion. Completion of the transaction is expected in mid2014 and is contingent on Cyfrowy Polsat shareholders' approval of the issue of shares to Metelem as well as a refinancing of Cyfrowy Polsat's current debt.