M&A

As part of the development strategy of the Group’s Digital area, Arnoldo Mondadori Editore S.p.A. today announced that it has reached an agreement with Fun Gaming S.r.l. (owned by the entrepreneur Marco Bassetti) to establish a new company, 70% of which will be held by Mondadori and 30% by Fun Gaming.

The business of the NewCo – which will have an initial capitalization of €1.2 million – is the provision of an online games offer consistent with the targets and communities of the Mondadori Group’s editorial portfolio.

The start up of these new activities is subordinate to the granting of a public gaming licence by Amministrazione Autonoma dei Monopoli di Stato (the relevant Italian authorities) in compliance with the public bid announced in the Official Journal of the European Union of 10 March 2011 S 48-079188.

Arnoldo Mondadori Editore S.p.A. today announced that, in line with the preliminary contract stipulated on 8 February, and already communicated to the market, it had completed the acquisition from Società Holding Industriale di Grafica S.p.A. (Bertelsmann Group) of 50% of the share capital of Mondolibri S.p.A..

With this operation – which has been formalised after obtaining the authorisation from the relevant competition and media authorities – Mondadori has increased its interest in Mondolibri S.p.A., to 100%, giving it exclusive control.

Arnoldo Mondadori Editore S.p.A. today stipulated a preliminary contract with Società Holding Industriale di Grafica S.p.A. for the acquisition of 50% of the share capital of Mondolibri S.p.A., of which Mondadori already holds 50% as part of a joint venture with DirectGroup Bertelsmann.

The transaction value of this deal is €6.75 million.

With this acquisition Mondadori will increase its stake in the company to 100%.

Mondolibri, a leading player in the mail order book market and one of Italy’s most important online retailers, is comprised of two divisions: Book Clubs, which is in the mail order sale of editorial and multimedia products through book clubs alongside more than 70 retail outlets and a web platform, and Bol.it, an on-line shop for editorial and multimedia products.

In 2008, Mondolibri generated total revenues of €82 million, of which €19 million deriving from e-commerce.

The operation will give the Mondadori Group complete control of Mondolibri, offering, on the one hand, significant opportunities for synergies with the Mondadori bookshop chain; and, on the other hand, the autonomous management of Bol.it, an important, strategic and fast-growing channel for online sales.

The effective completion of the operation is subject to necessary approval by the relevant competition and media authorities.

Arnoldo Mondadori Editore today announced that – following the formalisation of mandatory communication to the Italian Competition Authority – the definitive contract has been signed for the sale of 80% of the share capital of the subsidiary Mondadori Printing S.p.A. to Gruppo Pozzoni, as per the preliinary agreement reached on 14 October and previously communicated to the market.

Arnoldo Mondadori Editore today announced that it has signed a preliminary contract for the sale of 80% of the share capital of its subsidiary Mondadori Printing S.p.A. to Pozzoni Group.

The transaction price was defined on the basis of an enterprise value for 100% Mondadori Printing of €145 million. The impact of the operation on the Mondadori Group’s consolidated net financial position will be in the region of €123 million.

The operation should be seen in the context of the general trend that increasingly characterises the printing sector at an international level: in which there is a growing tendency towards consolidation and aggregation among the most qualified operators in a market that is undergoing deep structural changes as a result of new competitive pressures, over-capacity in terms of production and a downturn in demand.

The agreement gives Pozzoni Group an option to acquire a further 20% stake in Mondadori Printing, to be exercised from December 2011 at a cost determined by the fair market value of the company at the time of the exercise of the option. Mondadori will retain an option to sell the same 20% stake from January 2017 at a price to be determined by the above mentioned criteria.

The agreement also includes a eight-year printing contract – renewable on terms in line with the best market benchmarks – guaranteeing Mondadori an improvement in terms of costs and the maintenance of high standards of quality. Additional continuity will be guaranteed by the confirmation of the current managing director of Mondadori Printing.

Mondadori Printing S.p.A. is the Mondadori Group company in which the activities of the Printing Division are concentrated, with four plants in Italy – located in Verona, Cles (TN), Pomezia (RM) and Melzo (MI) – and one in Spain at Toledo.

For the year ended 31 December 2007 the Mondadori Printing Division recorded revenues of €439,9 million and in the first half of 2008 the Division generated total revenues of €196,1 million.

Pozzoni Group is one of the most important players in the printing business and comprises 10 operating companies, nine plants (located in the provinces of Milan, Bergamo, Vicenza, Padua and Naples). In 2007, the company recorded consolidated revenues of €166 million, 20% of which from foreign sales.

With this operation Pozzoni Group completes its development strategy based on acquisitions and places the company among the leading European printers in terms of both revenues and staff.

The terms of the operation and the signing of the preliminary contract are subject to the legal notifications to the Italian Competition Authority.

Arnoldo Mondadori Editore S.p.A. today announced the completion of the exclusive negotiation agreement – previously communicated to the market on 29 April – formalised today with the sale to Motor Presse France of six specialised titles published by Mondadori France group.

Under the terms of the agreement the activities relative to the publication of Le Cycle; l’Officiel du Cycle de la Moto et du Quad; Bateaux; Golf Européen, Golf Magazine and Guide Bel-air have been transferred, along with some support structures.

The final price of the transaction has been agreed at €8.3 million.

Arnoldo Mondadori Editore S.p.A. today announced that an agreement has been reached for exclusive negotiations with Motor Presse France for the sale of a package of six specialised titles currently published by the Mondadori France group: Le Cycle; l’Officiel du Cycle de la Moto et du Quad; Bateaux; Golf Européen, Golf Magazine and Guide Bel-air.

The magazines involved in the negotiation, specialised in the sport sector, in 2007 recorded overall revenues of around €11 million.

The operation is part of the widely publicised strategy of rationalising the portfolio of Mondadori France through focalisation and development, also through the sale of niche titles, of upscale and mass-market segments with higher potential, also in terms of advertising.

Motor Presse France publishes around fifteen specialised magazines in France, dedicated to the worlds of cars, motorcycles, tourism, sport and leisure, as well as a series of travel guides. The company is part of the Motor Presse group, which is owned by Gruner+Jahr (Bertelsmann Group) and operates in fifteen countries and publishes more than 200 magazines.

The activation of the negotiation agreement is subject to the consultation procedures with trades union organizations foreseen by French legislation.