Press Release

Morgan Lewis Advises Telcrest on Acquisition of $1B Stake in CTC Media

Friday, May 20, 2011

LONDON, May 20, 2011: It was announced today that Telcrest Investments Limited (Telcrest) will acquire 25.1% of CTC Media Inc.'s (CTC) (NASDAQ: CTCM) shares from Alfa CTC Holdings Limited (ACH) for approximately US$1.07 billion. CTC is Russia's leading independent television broadcaster.

Telcrest is a newly formed company owned by Mediaset LLC, National Media Group JSC, Abit Holdings Limited, OJSC Surgutneftegaz and Itera Media Limited. National Media Group is also a major television broadcaster in Russia.

Under the terms of an agreement between the major stockholders of CTC, ACH was obliged to offer the CTC shares first to MTG Russia, a subsidiary of Modern Times Group MTG AB, (MTG), the largest shareholder in CTC. MTG waived its right to purchase the available shares. MTG, CTC and Telcrest entered into a new shareholders agreement to govern the relationship between the parties.

Telcrest was advised by Morgan Lewis and Egorov Puginsky Afanasiev and Partners. The Morgan Lewis team was led by Business and Finance partner Iain Wright, with Business and Finance partner Steven Navarro leading on U.S. legal issues. The rest of the Morgan Lewis team included Antitrust partner Harry Robins, Business and Finance partners Keith Black and David Sirignano, Tax partners Kate Habershon and Kenneth Kail, and associates Elizabeth Buckler, Angel Fernandez, Jeffrey Letalien, and Fiona McGuinness.

For more information about the transaction, please see MTG's press release.