M&A

The Board of Directors of Arnoldo Mondadori Editore S.p.A., held today, granted to the CEO the power to proceed with the offer received by R.T.I. S.p.A., a company fully owned by Mediaset S.p.A., in relation to the acquisition of 80% of Monradio S.r.l., a company wholly owned by Arnoldo Mondadori Editore S.p.A. controlling R101 radio.

The offer includes a period of exclusivity until maximum 20 September 2015.

The signing of the preliminary agreement is subject to the outcome of the due diligence and to the approval by the competent boards of the Mediaset Group.

The transaction, defined as a related party transaction, is subject to the provisions set out in Consob Regulation 17221 of 12 March 2010, as subsequently amended (“Consob Regulation”) and to the relative procedures adopted by Arnoldo Mondadori Editore S.p.A. and Mediaset S.p.A.

Arnoldo Mondadori Editore S.p.A. informs that it has submitted a binding offer to RCS MediaGroup S.p.A. to acquire the entire stake of RCS Libri S.p.A., equal to 99.99% of the share capital, as well as all the additional assets and activities comprising the books division of RCS MediaGroup. The offer was submitted within the terms of the exclusivity period, already disclosed to the market, started last 6 March 2015.

Upon CONSOB request, Arnoldo Mondadori Editore S.p.A. informs that it has submitted a non-binding offer to RCS MediaGroup S.p.A. to eventually acquire the entire stake held by RCS MediaGroup S.p.A. of RCS Libri S.p.A. share capital, equal to 99.99%, as well as all the additional assets and activities comprising the books division of RCS MediaGroup.

The board of directors of the subsidiary Glaming S.r.l. has resolved to begin proceedings for the surrender of its public gaming licence, following the ruling issued today by the Italian Customs and Monopolies Agency (Agenzia delle Dogane e dei Monopoli or ADM), authorising the suspension of the company’s right to gaming revenues as of 22 July 2013.

The implementation of the procedure will involve the gradual suspension of Glaming’s activities and is aimed at the definitive closure of the business once all of its outstanding obligations to the public administration, clients and suppliers have been met.

The decision is consistent with the aim, as previously communicated by the parent company Mondadori, to focus on the group’s core business and to recover profitability in the business areas with the most added value.

Arnoldo Mondadori Editore today announced that, pursuant to art. 70 paragraph 7 of Consob Regulation no. 11971/1999, it has made available at the Company’s registered office, at Borsa Italiana S.p.A. (www.borsaitaliana.it) and on the corporate website www.gruppomondadori.it (in the Governance section) details of the merger by incorporation by Arnoldo Mondadori Editore S.p.A. of the wholly-owned subsidiary Mondadori International S.p.A., together with an illustrative report and other documentation required by art. 2501-septies n. 3) of the Civil Code.

Pursuant to art. 2505, paragraph 2 of the Civil Code, resolutions concerning the merger by the acquiring company Arnoldo Mondadori Editore S.p.A. will be adopted by the Board of Directors when the terms of the law have expired.

Arnoldo Mondadori Editore S.p.A. has announced that, following the receipt of authorization by the Spanish antitrust body, the details were finalised today based on the contract signed with Media Finance Holding (Bertelsmann Group) on 5 November. The said contract, which has already been communicated to the market, concerns the sale of 50% of the share capital of the Spanish registered company Random House Mondadori S.A..

The value of the transaction has been defined at a total of €54.5 million, including cash, which will have a positive impact on the consolidated income statement estimated at around €2.8 million.

Arnoldo Mondadori Editore S.p.A. today announced that it has signed a preliminary agreement for the sale to Media Finance Holding (Bertelsmann Group) of its entire stake, equal to 50% of the share capital, of the Spanish company Random House Mondadori S.A..

Established in 2001 as a joint venture with the Bertelsmann Group, Random House Mondadori operates in the trade books market in Spain and in the main Latin American countries, in particular Mexico, Argentina, Colombia, Uruguay and Chile.
In the year ended 31 December 2011, Random House Mondadori generated consolidated revenues of €110.3 million (€55.9 million to 30 June 2012).

The transaction value, comprising the purchase price and cash, has been determined at €54.5 million, with a positive impact on the consolidated income statement, in terms of a capital gain, estimated at €2.8 million.

The agreement will allow the Mondadori Group to further consolidate and focus investment and resources on its priority objectives as indicated during the process for the approval of the company’s interim financial statements.
With regard to books, this operation is part of the already outlined strategy focused on the acceleration of growth in both the trade and education sectors with an integrated model for print paper and digital, which includes the recent introduction in the Italian market of the Kobo eReaders and the forthcoming launch of a self-publishing platform.
Mondadori is also developing a unified distribution model under a single brand, inMondadori, which combines offline and online bookstores, e-commerce and physical retail, in a multiplatform system for the management of all the different sales channels.

Completion of the operation and the execution of the preliminary contract are subject to approval by the Spanish antitrust authorities, which is expected by the end of the year.

Mondadori today announced it had reached a formal agreement with Pozzoni SpA for the sale of its residual 20% stake of Mondadori Printing SpA.

The operation was perfected following the exercise of a call option given to Gruppo Pozzoni with the preliminary contract, stipulated on 19 November 2008, for the sale of 80% of Mondadori Printing SpA, the company that grouped together the activities of the Mondadori Group’s Printing Division.

The exercise price of the call option – based on the agreements outlined in the 2008 contract – is €19,186,000.

As a result of this operation Gruppo Pozzoni will become the sole owner of 100% of the share capital of Mondadori Printing SpA.
The 8-year printing contract, stipulated at the same time as the abovementioned agreement in 2008, will remain fully in place.

Gruppo Pozzoni is now one of the leading players in the european printing market, with 10 operating companies and nine plants (in the provinces of Bergamo, Lecco, Milan, Rome, Trento, Verona and Vicenza).

Arnoldo Mondadori Editore S.p.A. has announced that, as per Art. 70 para. 5 of CONSOB Regulation n°. 11971/1999 and integrating the documentation already deposited on 16 September 2011, the minutes of the meeting of the board of directors that approved the plant to merge by incorporation into the company the wholly-owned subsidiary AME Editoriale Wellness S.r.l., is now available for inspection at the company’s headquarters, at Borsa Italiana S.p.A. and on the company’s web site www.gruppomondadori.it (in the Governance section).

Arnoldo Mondadori Editore has announced that, under the terms of Art. 70 para. 5 of the Consob Regulation n.11971/1999, the plan for the merger, by incorporation with Arnoldo Mondadori Editore S.p.A. of the wholly-owned subsidiary AME Editoriale Wellness S.r.l., previously Mondadori-Rodale S.r.l., is available for inspection at the company’s headquarters, at Borsa Italiana S.p.A. and in the Governance section of the company’s web site (www.gruppomondadori.it), along with an illustrative report and other documentation foreseen by Art. 2501 septies n.3) of the Civil Code.

As per Art. 2505 para. 2 of the Civil Code, resolutions regarding the merger by Arnoldo Mondadori Editore S.p.A. will be made, within the terms of the law, by the board of directors.