MediaforEurope (MFE), the Dutch holding company that owns 100% of Mediaset Italia, has closed the agreement for the merger and absorption of Mediaset España (MES), where it already controls 82.9% of the capital. The operation is subject to the approval of the General Shareholders Meetings (JGA) of both next March and will be articulated through a share exchange.
Previously, Mediaset España has signed a segregation project to separate its assets and liabilities (except part of its treasury and its participation in the German company ProSiebenSat.1 Media) towards the entity that will bring together the television activity.
“This previous reorganization seeks to maintain all the operations and business activities of MES in Spain and will be completed before the effective date of the merger,” says the company. Specifically, the assets and liabilities that are not part of the television activity are a debt of 24 million euros with Credit Suisse and derivatives associated with 13% of Prosieben, as well as 250 million euros in cash from Mediaset España.
The shares in German television, where the new group controls 25% of the capital, will be transferred to another company. Until now the participation in Prosieben was divided between the Spanish subsidiary, which owns 13%, and the Italian-Dutch, which appears the rest. Overall, MFE will remain the largest shareholder in the German group.
Exchange and segregation of assets
According to the project sent to the CNMV, the exact amount of the New MFE A Shares that will be allocated as a result of the Merger will be available at the time the Merger becomes effective. However, based on the current number of Mediaset España shares and the Exchange formula, MediaforEurope issued 374 million new class A shares, which are now trading at 0.4 euros on the Amsterdam Stock Exchange. In this way, the maximum that it will spend on the operation will be around 150 million euros.
The current shareholders of Mediaset España will receive 7 class A shares of MFE for each of their shares, representing a valuation of 2.8 euros. This figure does not count the access to the dividend that Berlusconi promised to the shareholders who subscribed to the project. On the other hand, those who vote against and do not wish to continue in the company via a share exchange may be reimbursed at a rate of 3.22 euros per title, 15% more.
MFE is 42% controlled by the Berlusconi family, although its voting rights rise to 49.1% of the capital due to the Loyalty Shares that grant a greater political vote. Vivendi, the media group of Vincent Bolloré and a shareholder of Grupo Prisa, has 18.7% of the shares and a voting power of 23.8% for the same type of double shares.
MFE has indicated that it does not plan to modify its 15-member board of directors despite the incorporation of Mediaset España. At the beginning of the project, Borja Prado and Paolo Vasile were mentioned as possible incorporations to the highest government body on the Spanish side, but the company has indicated that it will continue with its 15 current directors.
The list is made up of Fedele Confalonieri, as president of MFE, Pier Silvio Berlusconi (CEO) and Marco Giordani (Financial Director). Also on the board are Gina Nieri, Niccolò Querci, Stefano Sala, Marina Berlusconi, Danilo Pellegrino, Marina Brogi, Alessandra Piccinino, Carlo Secchi, Stefania Bariatti, Costanza Esclapon de Villeneuve, Giulio Gallazzi and Raffaele Cappiello.
