M&A

Segrate, 1 October 2024 – The Mondadori Group announces that Mondadori Media has today completed – in execution of the binding offer signed and disclosed on 22 July – the acquisition of 51% of the share capital of Fatto in casa da Benedetta S.r.l. (formerly Waimea S.r.l.), which holds all the intellectual property and economic exploitation rights pertaining to the image of Benedetta Rossi, as well as all the social media assets and the related content library.

The price of the acquisition, paid in full in cash, is € 6.9 million and reflects an enterprise value for 100% of the company, on a cash & debt free basis, of € 13.5 million.

The transaction, which sees Benedetta Rossi and Marco Gentili (through Maui Media) keeping a 49% stake in the company and remaining executive directors, is part of a targeted strategy to consolidate Mondadori Media’s role as a leading multimedia player in food & cooking, a driving sector for the country’s economy and one of Italy’s distinguishing features worldwide.

A highly successful cookbook author and star of TV programmes dedicated to the world of cooking, Benedetta Rossi is Italy’s most important creator in the food sector, a point of reference for over 17 million social media followers and 4 million unique monthly website users.
Through this acquisition Mondadori Media strengthens, therefore, in a synergistic and integrated way, its own position in the sector, where it already operates with GialloZafferano, the most-followed food media brand in Italy, and Zenzero, the talent agency that manages the best creators in the sector. This strategic partnership, moreover, enables the Group to become one of the world’s most important social media players in food, thanks to a total audience of over 87 million cooking enthusiast followers reached jointly by Benedetta Rossi and GialloZafferano globally.
Thanks to the synergies with GialloZafferano – in terms of audience, content production and know-how – Mondadori Media will focus, moreover, on the creation of increasingly innovative content, to boost the success of both brands, in Italy and abroad, and offer high-impact special projects and solutions to partner companies.

In terms of future developments, Mondadori Media will provide its team and expertise to promote Benedetta Rossi’s characteristics and core values with the aim of consolidating the brand Fatto in casa da Benedetta as well as launching its growth in new sectors. Strategic investments are planned to explore sectors adjacent to the world of food, with the aim of diversifying the business model and expanding the range on offer.

“With today’s signing Marco and I are writing a new page of our story, to transform what we’ve built into an even more robust company. After an initial phase that was highly satisfying and full of emotions, our ambition is to achieve even more challenging results, while still focusing on the primary objective of being close to, and actually helping, our audience”, commented Benedetta Rossi.

“For years our group has collaborated with Benedetta Rossi and Marco Gentili in making highly successful books. We have thus established a very strong relationship of trust and respect, which will also be fundamental to this new collaboration. We will provide them with our skills and passion to ensure that their project becomes even more of a point of reference for the many Italians who follow Benedetta Rossi every day with great fondness and trust”, comments Andrea Santagata, Chief Executive Officer of Mondadori Media, who is also Chairman of the company Fatto in casa da Benedetta.

Lastly, and as already announced, it should be noted that the terms of the transaction also provide for a variable component (so-called earn-out) – to be defined on the basis of the results of the two-year period 2023-2024 and of the financial year 2026 – the value of which, also due a contractual “cap” mechanism, is estimated to be € 3.2 million.
The agreements signed also provide for put & call options on a further 19% stake in Fatto in casa da Benedetta‘s share capital (exercisable after the approval of the 2028 financial statements), the exercise terms/strike price of which are linked to the company’s performance (turnover and EBITDA) in 2028.
Exercising these options would allow Mondadori Media to increase its stake to 70%, while keeping Benedetta Rossi and Marco Gentili shareholders at 30%, consistent with the long-term strategic partnership established by the transaction.

The Mondadori Group reports that Mondadori Libri S.p.A. has signed mutual put and call options over a 10% stake in the share capital of Adelphi with Josephine Calasso – holder of a total shareholding of 23.88%.
The put/call options will be exercisable as of May 2027 at an exercise price reflecting an equity value for 100% of Adelphi of € 50 million.

“I chose the Mondadori Group because I care about the future of Adelphi, because it has proved to be a straightforward and transparent interlocutor, and because I truly believe that its proximity can make a valuable contribution to the evolution and growth of our publishing house, thanks to its skills, proven management expertise, size and, above all, the open manner of interaction and appreciation it has always shown towards publishing houses”, commented Josephine Calasso.
“I trust that this decision will be appreciated by the other shareholders, also with a view to restoring balance to the ownership structure, and am certain it will help make my dream for an Adelphi led by Roberto Calasso’s heirs, come true, as it looks forward to a bright future, worthy of its history, which can be seen in the extraordinary catalogue, my father’s legacy”, concluded Josephine Calasso.

“The agreement defined stems from a recognition and appreciation by the Mondadori Group of the extraordinary unique value of Adelphi, one of Italy’s true cultural assets. It is, for us, therefore a great honour to have been offered the chance to be part of its ownership structure in the future: we do so with the aim, together with all the other shareholders, of supporting its natural evolution and with a view to creating further value”, declared Antonio Porro, Chief Executive Officer of the Mondadori Group. “All this while leveraging the fully shared vision, which sees the identity of the catalogue and the autonomy and independence of the publishing choices as the essential cornerstones in the development of a major, historic publishing house, in complete coherence with our philosophy whereby each publishing context is encouraged to preserve its identity and its own, specific characteristics”, Antonio Porro stressed. “Ultimately, we seek to make a contribution and share an inclusive path in due time with all those wishing to collaborate on the project for further enhancing the value of one of Italy’s most prestigious publishing houses”.

The Mondadori Group announces today that essential terms and conditions have been defined for the acquisition, by its subsidiary Mondadori Media, of 51% of the share capital of Waimea S.r.l., that holds all the intellectual property and economic exploitation rights pertaining to the image of Benedetta Rossi and Marco Gentili. Waimea is 97.9% owned by Benedetta Rossi and Marco Gentili (individually and through the company Maui Media) and 2.10% in equal amounts by Emiliano Messeni and Marco Iacobellis.

Benedetta Rossi is Italy’s best-known creator in the food & cooking sector. Her content creation activities range from the digital sphere – where she has a total social media fan base of over 17 million followers and 4 million unique monthly users of her website (Audiweb, May 2024) – to traditional media including, in particular, TV, where she has for many years starred in various programmes dedicated to cooking. Benedetta Rossi is also the most important cookbook author of recent years, with 9 books published with the Mondadori Group between 2016 and 2023, selling over 1.5 million copies in total.

As a result of this transaction, through the coordinated and synergistic management of activities linked to the Fatto in casa da Benedetta and GialloZafferano brands, the Mondadori Group intends to create the leading multimedia player in the food & cooking sector, both in digital and traditional media. The more than 87 million followers worldwide that Benedetta and GialloZafferano together will be able to reach will make them the world’s second most important social media operator in the food & cooking sector (internal processing of market data).

Antonio Porro, CEO of the Mondadori Group, commented: “Welcoming Benedetta Rossi and her brand into the perimeter of the Mondadori Group will allow us to achieve synergies on different levels: audience, content production and, more generally, know-how, particularly through a series of initiatives that will involve our different business areas. As a result of this acquisition, we are certain to become one of the leading global multimedia players in the food & cooking sector, an area of national pride”.

Benedetta Rossi commented: “We have been working with the publishing houses of the Mondadori Group for many years and have established a strong relationship of trust. Given Mondadori’s significant digital experience in the food sector, when with Marco we took the decision to strengthen our structure with a view to consolidating what we had achieved, and lay the foundations for a further development phase, it came naturally to think of the Mondadori Group as the best business and strategic partner”.

Future development will rest on the centrality of Benedetta Rossi as the person who can guarantee quality and reliability. The strategic partnership is also intended, through greater investment aimed at growing the company through which Benedetta currently operates, to broaden the media success already achieved in the food & cooking sector into new neighbouring sectors and towards new opportunities, even by diversifying the current business model.

The transaction involves the initial acquisition by Mondadori of 51% of the share capital of Waimea – whose revenues and EBITDA in 2023 amounted to € 4.5 million and € 2.7 million respectively – on terms that reflect an Enterprise Value (for 100% of the company) of € 13.5 million, on a cash&debt free basis. Consequently, the price, which will be paid in full in cash on the closing date, is € 6.9 million. The terms of the transaction also provide for a variable component (so-called earn-out) – to be defined on the basis of the results of the two-year period 2023-2024 and of the financial year 2026 – the value of which, also due a contractual “cap” mechanism, is expected to reach a total amount not exceeding € 3.2 million. Following the acquisition, the ownership structure of Waimea will see Mondadori Media holding 51% and Benedetta Rossi and Marco Gentili (through Maui Media) 49%.

The agreements signed also provide for put & call options on a further 19% stake in Waimea’s share capital (exercisable after the approval of the 2028 financial statements), the exercise terms/strike price of which are linked to Waimea’s performance (turnover and EBITDA) in 2028. Exercising these options would allow Mondadori Media to increase its stake in the company to 70%, while keeping Benedetta Rossi and Marco Gentili shareholders at 30%, consistent with the long-term strategic partnership established by the transaction.

Benedetta Rossi and Marco Gentili will remain directors with full autonomy in the management of the business. Advertising sales will continue to be managed by the advertising concessionaire Talks.
Finalisation of the offer documentation and closing of the transaction are expected to take place by the end of 2024 and will be promptly disclosed to the market.

The Mondadori Group reports that its subsidiary Rizzoli International Publications Inc. has finalised – in execution of the agreement signed and already disclosed on 15 April – the acquisition of 100% of the share capital of Chelsea Green Publishing Company.

As previously disclosed, the consideration for the acquisition, paid fully in cash at closing, was set at $ 5 million (on a debt and cash free basis) and will be subject to adjustment according to the Net Financial Position at the date of completion of the acquisition.

The Mondadori Group reports today that it has signed an agreement for the acquisition by the subsidiary Rizzoli International Publications Inc. of 100% of the share capital of Chelsea Green Publishing Company. Founded 40 years ago by Ian and Margo Baldwin, the publisher is based in Vermont (USA) and in the UK through its subsidiary Chelsea Green Publishing UK Ltd. Its editorial focus is sustainability – particularly green, health and wellness issues – and promoting cultural diversity.

The Mondadori Group already has a presence in the United States through its subsidiary Rizzoli International Publications Inc., a leading publisher of illustrated English-language books on Lifestyle and Interior Design, which has also owned the historic Rizzoli bookstore in New York for the past 60 years.

With the acquisition of Chelsea Green Publishing, the Mondadori Group is taking a further step on its international development journey in English-speaking markets, which recently began with the establishment of London-based Rizzoli UK.

“The strengthening of the Mondadori Group’s presence in the United States and the United Kingdom through the acquisition of Chelsea Green Publishing, and the launch of Rizzoli’s new UK branch, are further steps on our growth path outside the domestic trade market. I am therefore delighted to welcome Chelsea Green Publishing, with whom we share a vision of quality editorial content focused on issues related to sustainability and lifestyles that respect ecosystems and nature,” commented Mondadori Group CEO Antonio Porro.

Consideration for the transaction, which will be paid fully in cash on the closing date – expected by the end of the first half of 2024 – is set at $5 million (on a debt-and-cash free basis) and will be subject to adjustment according to the NFP on the date of completion of the acquisition. In the last approved financial statements (2022), the company reported consolidated revenues of USD 8.1 million and an operating income of USD 1.1 million.

As part of this acquisition, Margo Baldwin will assume the role of Publisher Emeritus of Chelsea Green Publishing, guaranteeing the publishing quality and continuity of the company with her extensive experience. Stefano Peccatori will assume the role of CEO and President, leading the international development and strategic integration, working with the Rizzoli International Publications Inc. and Chelsea Green Publishing teams.

The Mondadori Group announces that, through Mondadori Libri S.p.A., it has entered a start-up to develop the webnovel market in Europe.

The initiative, which involves an initial investment of € 1.5 million in 2024, and an additional € 1.5 million planned for 2025, stems from an agreement with Bookrepublic, an industrial partner with specific know-how and capable of supporting future operational growth. The company led by Marco Ferrario has been at the forefront of digital publishing in Italy for more than 10 years and has always been attentive to new literary trends.

The deal will come to fruition with the launch by the end of the year of a dedicated proprietary app – to be called Narae. Developed by an in-house team, initially with content in Italian and French, it will gradually expand its reach to encompass other European countries.

Designed to be read on a smartphone screen, webnovels are a form of serialised fiction of a highly innovative nature which, having started with great success in South Korea, has gained growing popularity and a solid fanbase in Japan and China as well. Content takes the form of series – primarily in the romance, fantasy, and crime genres – and is designed to originate and be enjoyed in other formats as well. Webnovels consist of a large number of short episodes, often more than a hundred, and, if successful, they can extend indefinitely.

After a recent launch in the United States and a successful debut in France, webnovels are now ready to conquer Europe, particularly following the global spread of Korean entertainment content in music, film, and comics.

«This investment reaffirms our Group’s willingness to look at what is most innovativein the international publishing environment. As it evolves, the world of webnovels is demonstrating creativity and the ability to feed other media as well, such as cinema, television series, and in many cases even book publishing itself» says Enrico Selva Coddè, CEO of Mondadori Libri.

«Webnovels are a very interesting and avant-garde model of digital publishing: they could be defined as the digital reinterpretation of serialised novels published in newspapers in the 1800s – says Marco Ferrario, CEO of Bookrepublic; and it is not surprising for it now to originate in an Asian country. The content is created specifically to be read on a mobile, borrowing techniques used in the production of video series and providing ways of accessing content that are inspired by gaming. Our challenge will be to find the route into Europe with this model», concludes Ferrario.

Bookrepublic was founded in 2010 by Marco Ferrario together with financial partners Gianluca Andena and Guido Paolo Gamucci (both former Permira partners), Marco Pittini and Guido Carissimo and has always been one of the leading players in the distribution and sale of ebooks and audiobooks in Italy. Over time, Bookrepublic has played a leading role in many digital publishing initiatives, including the organisation of IfBookThen, one of the most successful events in Europe on digital innovation in publishing, and the launch of digital-only brands such as 40K and emma books. In March 2024, the German group Bookwire, European leader in digital distribution, chose Bookrepublic as its Italian partner for its entry into this market.

The Mondadori Group announces that, through its subsidiary Mondadori Libri S.p.A., it has today completed the acquisition of 51% of the share capital of Star Shop Distribuzione S.r.l., a company operating in the comics segment with pubishing and gadgets, particularly as a distributor for third-party publishers in the comic book channel and operator of direct and affiliated retail outlets in the same segment.

As communicated to the market on 29 June 2023, following authorisation by the Italian Antitrust Authority pursuant to Law 287/1990 – as previously announced on 3 November 2023 -, the transaction is effective from today’s date, as of which Mondadori will also proceed with the full consolidation of the company.

As previously stated, the acquisition makes it possible to replicate in the comics segment the vertically-integrated business model with which the Mondadori Group already operates in the book segment.

Under the agreement, Sergio Cavallerin and Matteo Cavallerin – who founded and have thus far successfully managed the company – will retain management responsibility and continue to hold the role of Executive Directors in the Company.

The price, based on an Enterprise Value of 9 million euros, covering 100% of the Company, is 4.6 million euros, entirely paid in cash today, and will be subject to adjustment based on the final net financial position on 1 February 2024.

As previously stated, the agreement includes the signing of put & call option contracts governing the transfer of the residual 49% share of Star Shop Distribuzione. The options will be available for exercise in two equal tranches respectively starting from the approval of the 2025 financial statements and of the 2028 financial statements, at a price to be defined on the basis of the company’s results during the three-year periods 2023-2025 and 2026-2028.

Arnoldo Mondadori Editore S.p.A. has announced today’s signing of the contract of sale of the entire stake in Mediamond S.p.A. – advertising sales company – equal to 50% of the share capital and held by its subsidiary Direct Channel S.p.A., to Publitalia ‘80 S.p.A. The transaction will take effect from 1 January 2024 and will allow Publitalia ‘80 S.p.A., which already holds 50% of Mediamond S.p.A., to increase its stake to 100%.

The transaction price was defined on the basis of the pro-rata value of equity as at 31/12/2023, expected to amount to € 1.4 million and corresponding to the book value of the interest, with consequent neutral accounting effects on the Mondadori Group’s consolidated result.

The sale is consistent with the strategy already announced by the Mondadori Group to focus on the sector of books and a gradual easing off of its presence in business areas that are no longer central and, in particular, sectors heavily associated with advertising revenue.

In the context of the transaction – pursuant to the regulation approved with Consob Resolution no. 17221 of 12/03/2010, as amended – Publitalia ‘80 S.p.A. qualifies as a related party of Arnoldo Mondadori Editore S.p.A. since the former is a company subject to joint control with Arnoldo Mondadori Editore S.p.A.

Nevertheless, the transaction is of lesser importance since it does not exceed the thresholds identified pursuant to article 4, paragraph 1, letter a) of the aforementioned Consob Regulation.

The sale was consequently approved by the Board of Directors of Arnoldo Mondadori Editore S.p.A. following a motivated – non-binding – favourable opinion on the company’s interest in executing the transaction and on the expediency and substantial fairness of the related conditions issued by the Related Party Committee, formed exclusively of independent directors.

The Mondadori Group announces to have received notice from the Antitrust Authority of the authorization – as disclosed last 29 June 2023 – to acquire a 51% stake in Star Shop Distribuzione S.r.l., operating in the distribution of third party publishers in the comics channel and in the management of direct and franchised sales outlets in the same segment.

Following the authorization from the above Authority, the transaction will be fully implemented on the closing date, the definition of which will be the subject of timely disclosure to the market.

The Board of Directors of Arnoldo Mondadori Editore S.p.A. has today examined and defined – in light of a more favourable evolution than had been previously forecast of both the business and the prices of the main production factors – the upwards revision of the FY 2023 targets previously disclosed to the market.

Income Statement:

• single-digit revenue growth confirmed;
• Adjusted EBITDA expected to rise by high single-digit/low double-digit (compared with the previous single-digit forecast), with margins expected to range between 16% and 17% (from the previous 15%);
• approximately 20% growth of the net result, forecast doubled with respect to the previous estimates (+10%), due to both the operational improvement and the effects of the sale of the equity investment held in il Giornale.

Cash Flow and Net Financial Position:

• ordinary cash flow is expected to range between € 65 and 70 million, showing an increase of up to 15% compared with the 2022 figure (previous estimate: € 60-65 million, +10%);
• the Group’s net financial debt (IFRS 16) is confirmed to come in, at end FY 2023, as 1.0x adjusted EBITDA, down from 1.3x at end 2022.

The Mondadori Group also reports that today the parent company Arnoldo Mondadori Editore S.p.A. signed the contract for the acquisition of an equity investment equal to 51% of the share capital of Star Shop Distribuzione S.r.l. operating in the distribution of third party publishers in the comics channel and in the management of direct and franchised sales outlets in the same segment.

The acquisition would make it possible to replicate the vertically-integrated business model with which the Mondadori Group already operates in the book segment, in the comics segment too.

The acquisition of 51% of the share capital of Star Shop Distribuzione has been defined on the basis of an enterprise value, on a cash free/debt free basis (in relation to 100% of the Company), of € 9 million.
The price, which will be paid in full, in cash, at closing, will be adjusted on the basis of the net financial position and net working capital at the date on which the acquisition is completed.

The execution of the transaction is subject to the issue by the Antitrust Authority, in accordance with Law 287/1990, of a ruling not to start an investigation or to authorise the transaction, which entails no charges or requirements or corrective measures considered relevant for the Mondadori Group or Star Shop Distribuzione.

The agreements defined also envisage the signing of put & call option contracts governing the transfer of the residual 49% share of Star Shop Distribuzione. The options will be available for exercise in two equal tranches respectively starting from the approval of the 2025 financial statements and of the 2028 financial statements, at a price to be defined on the basis of the company’s results during the three-year periods 2023-2025 and 2026-2028.

In FY 2022, Star Shop Distribuzione recorded revenues of € 34.2 million, EBITDA of € 2 million and net profit of € 1.2 million.

The transaction sees Sergio Cavallerin and Matteo Cavallerin – who founded and to date have successfully managed the company – retain management responsibility and continue to hold the role of Executive Directors in the Company.