Fusión de Mediaset con su matriz
Transaction structure
The proposed transaction consists of the cross-border merger of Mediaset and Mediaset España with and into DutchCo and will be carried out in the context of a single transaction.
As a result of the Merger, DutchCo will be renamed MFE - MEDIAFOREUROPE and MFE will be the parent company of the group acquiring all assets and assuming all liabilities and other legal relationships of Mediaset and Mediaset España, which consequently will cease to exist as standalone entities.
As a consequence of the Merger:
• Each Mediaset shareholder, including the depositary bank under the Mediaset American Depositary Receipts programme, will receive 1 MFE share for each Mediaset share owned.
• Each Mediaset España shareholder (other than Mediaset, as the shares held in Mediaset España will be cancelled by operation of law) will receive 2.33 MFE ordinary shares for each Mediaset España share owned.
The treasury shares held by Mediaset and Mediaset España as of the Merger effective date (which today represent approximately 3.73% and 4.36%, respectively, of the share capital) will not be exchanged and will be cancelled on the effective date of the Merger.
• MFE ordinary shares will be listed on the Mercato Telematico Azionario, organized and managed by Borsa Italiana, and on the Spanish Stock Exchanges, organized and managed by BME (Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A.U.).
• MFE will be tax-resident in Italy.
• The Merger will be preceded by the Preliminary Reorganizations. Upon the completion of the Preliminary Reorganizations all the operating activities will remain in Italy and Spain, respectively, and the Italian and Spanish operating companies will remain tax resident in Italy and Spain, respectively.
• MFE will adopt a loyalty voting structure designed to foster long-term share ownership.
With reference to Mediaset España, in accordance with the best corporate governance practices under Spanish law, the board of directors entrusted the analysis and negotiation of the envisaged transaction to a merger committee composed of three independent members and the only “other external” member of the Mediaset España board of directors. The proprietary and executive directors of Mediaset España have therefore abstained from participating in the whole process.
Conditions Precedent to the Merger
The Merger will be subject to the approval of the shareholders of each of Mediaset and Mediaset España and the satisfaction of a limited number of conditions precedent, including:
(i) the amount of cash, if any, to be paid by Mediaset and by Mediaset España to, respectively, Mediaset and Mediaset España shareholders exercising withdrawal rights and/or to creditors of Mediaset and Mediaset España exercising their creditor opposition rights, shall not exceed in the aggregate Euro 180 million (Cap Amount), in line with similar previous transactions;
(ii) the relevant regulatory approvals shall have been obtained and
(iii) the MFE – MEDIAFOREUROPE shares, which are to be issued and allotted to Mediaset and Mediaset España shareholders upon effectiveness of the Merger, shall have been admitted to listing on the Mercato Telematico Azionario.
The admission will also be conditional upon obtaining of the necessary authorizations by the AFM and/or other competent authorities.
The completion of the Merger shall take place only once all conditions precedent to the Merger are satisfied (or waived, as the case may be) and all pre-merger formalities are completed. Additional Transaction features Upon completion of the Merger, MFE plans to distribute to all shareholders dividends in a total amount of Euro 100 million. In addition, after the completion of the Merger, MFE plans to launch a buy-back program for a maximum aggregate amount of Euro 280 million (less the aggregate amount necessary to purchase the withdrawn shares, if any).
MFE will buy back shares up to a maximum price per share of Euro 3.4. In the context of the Transaction, Mediaset España hereby announces the discontinuation on 5 June 2019 of the share buy-back program disclosed by it on 24 January 2019. In line with the current dividend policy, the following factors will be taken into consideration in connection with MFE’s future dividend policy: group profits, free cash flow generation, any financial or other economic commitments and potential strategic investments.
Unless contingent circumstances (including the above) suggest adopting a different policy, the remuneration of the shareholders, through ordinary dividends or other technical forms, will not be lower than 50% of the net consolidated profits in any year.
@veridianosanchez los rumores se han hecho realidad
