Arnoldo Mondadori Editore S.p.A. today announced – as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A. – the corporate events scheduled for 2017:

• Tuesday 21 March 2017: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2016;
• Thursday 11 May 2017: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2017;
• Thursday 27 July 2017: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2017;
• Thursday 9 November 2017: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2017.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2016 will be held on Thursday 27 April 2017.

Analysts’ presentations of the results for the full year to 31 December 2016, the interim report to 30 June 2017 and the reports on the first and third quarters of 2017 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any eventual changes will be promptly communicated to the market.

Mention should be made that Arnoldo Mondadori Editore S.p.A., as a company listed on the STAR segment of Borsa Italiana, will publish the interim reports on operations at 31 March 2017 and at 30 September 2017 – pursuant to art. 2.2.3, par. 3, of the Borsa Italiana Regulations – within 45 days after the end of the first, third and fourth quarters of the year (with exemption from the publication of the interim report on the fourth quarter if the annual financial report, together with the other documents referred to in art. 154 – ter, par. 1, of the Finance Consolidation Act, is made available within 90 days after year end). The interim reports on operations will be made available, in accordance with current regulations, at the Company’s registered office, on the Company’s website www.gruppomondadori.it (Investors section), and through the authorized storage mechanism (www.1info.it), together with the relating press releases.

Effective today, Daniele Sacco is the new Director of Human Resources and Organization of Mondadori Group, reporting directly to CEO Ernesto Mauri.

Born in Milan in 1961, Sacco earned a degree in political science at the Università Cattolica in 1986.He started his professional career at HP Italiana S.p.A. as HR coordinator (1986-1990). Following a stint at Cedborsa S.p.A. (1990-1993) as HR and Organization Director, in 1993 he returned to HP, holding increasing responsibilities until becoming HR Director of Hardcopy Division and HP Italy (1994-1997).From 1997 to 2004, Sacco worked with the Kraft Food Group, initially as HR Director of Kraft Jacobs Suchard Italia S.p.A. (1997-1999), then as Management and Organizational Development Director E.U. Region at Kraft Food International.From 2004 to 2011, he held positions of increasing responsibility at Ferrero International, becoming Director HR and Organization Global Commercial, reporting directly to the CEO, and board member of various group companies (2010-2011).From 2011 to 2016 he was at Rio Tinto, until 2013 as Vice President HR Diamonds and Minerals, then as Chief Operating Officer HR.

Arnoldo Mondadori Editore S.p.A. announces the purchase on the MTA (Electronic Stock Market), in the period from 30 November to 2 December 2016, of a total of no. 80,000 treasury shares (0.031% of the share capital) at an average unit price of €0.9133, for a total amount of €73,061.5, under the authorization to purchase treasury shares resolved by the Shareholders’ Meeting on 21 April 2016 (previously subject to disclosure also pursuant to art. 144-bis of Consob Regulation 11971/1999).

Mention should be made that, in accordance with the announcement made on 29 November 2016, the purchase of treasury shares is instrumental in the Specialist’s support to the liquidity of the share on the STAR segment.

Details of the buyback day by day:

Following these transactions, Arnoldo Mondadori Editore S.p.A. to date directly owns no. 80,000 treasury shares, equal to 0.031% of the share capital.

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Mention should be made that the Shareholders’ Meeting held on 21 April 2016 had authorized the purchase of a maximum amount of 26,145,834 treasury shares, enabling the Company to reach the cap of 10% of its share capital.

The authorization to purchase treasury shares shall last until the approval of the financial statements at 31 December 2016 and, in any case, for a period not exceeding 18 months from the effective date of the resolution made by the Shareholders’ Meeting.

Under the authorization, purchases are made – pursuant to art. 132 of Legislative Decree n. 58/98 and art. 144-bis, par. 1, letter b) of Consob Regulation no. 11971/1999 – on the regulated markets according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct matching of buy orders against predetermined sell orders, and also in compliance with any additional applicable regulations.

Arnoldo Mondadori Editore S.p.A. announces that it has completed the transfer today, through its subsidiary Rizzoli Libri S.p.A., of the Bompiani business unit to Giunti Editore S.p.A.

The total price of the transaction, cashed in today, amounts to 16.5 million euro, 5.3 million euro of which related to assets transferred to the buyer.

The transfer of Bompiani was completed in accordance with the remedies set out in the provision issued by the Antitrust Authority, as part of the acquisition of Rizzoli Libri completed on 14 April 2016.

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Notice is given that the minutes relating to the Board of Directors’ approval of the plan on the merger of the wholly-owned company Banzai Media S.r.l., as announced on 8 November 2016, are available at the Company’s registered office, through the authorized storage mechanism 1info (www.1info.it) and on the Company website www.gruppomondadori.it (Governance section).

Arnoldo Mondadori Editore S.p.A. announces that, under provision no. 8291, Borsa Italiana S.p.A. has granted today the STAR (Segment for High Requirement Shares) qualification to the ordinary shares of the Company, and their trading on this segment of the Electronic Stock Market (MTA).

Arnoldo Mondadori Editore S.p.A. has successfully completed the admission process, having met all the requirements, the governance characteristics and the procedures under the Regulations of the markets organized and managed by Borsa Italiana.

“Our admission to the STAR segment of Borsa Italiana marks a further step on the path of development that Mondadori Group has taken over the past three years, positioning itself among the top companies listed on the Italian stock market”, said Ernesto Mauri, CEO of Mondadori Group.

“2016 has been a turning point that has changed the history of our Company: over the past few months, we have continued to focus on our core business – Books and Magazines – also through two important acquisitions, Rizzoli Libri and Banzai Media, achieved thanks to our financial strength”, stressed Ernesto Mauri. “Next week we will embark on a new path towards the further development of our relations with the market and with Italian and international investors, which will shine greater light on Mondadori Group’s business activities, in order to enhance the value of our Company, also through corporate governance practices that are in line with best international standards and through high levels of liquidity of our share”, ended Mauri.

The first trading day on the STAR segment is scheduled on 7 December 2016; EQUITA SIM S.p.A. will act as Specialist of the share.

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Arnoldo Mondadori Editore S.p.A. also announces its intention to start, from today, a share buyback programme for a maximum of no. 80,000 shares (0.031% of the share capital), in compliance with applicable legislation and within the limits set out by the resolution adopted by the Shareholders’ Meeting held on 21 April 2016, instrumental in the Specialist’s support to the liquidity of the share.

Arnoldo Mondadori Editore S.p.A. shares will be bought back on the MTA in accordance with art. 144-bis, par. 1, lett. b) of Consob Regulation 11971/1999, with the legislation under European Regulation no. 596/2014, and with other applicable provisions, in order to ensure, inter alia, equal treatment of shareholders, pursuant to art. 132 of the T.U.F..

To date, Arnoldo Mondadori Editore S.p.A. holds no treasury shares in its portfolio.

The new completely redesigned and more functional corporate web site of the Mondadori Group www.gruppomondadori.it is now online.

The site enriches the digital identity of the Mondadori Group with a communication ecosystem which, though the site itself and social media networks, provides daily updates on the company’s products and people.

“For a company that for over 100 years has been a leading player in publishing, culture and entertainment, and today, more than ever, is in continuous evolution and projected towards a future of innovation and development, it is fundamental to have a means for communication and dialogue that is in step with the interactive habits of the public,” declared Ernesto Mauri, chief executive of the Mondadori Group. “A strong, multichannel digital presence enables us to talk about who we are and what we’re doing in books and magazines while enormously enhancing our relationship with all out stakeholders and contacts.”

The new site has been designed to improve the user experience, making it easier to navigate, facilitating sharing on social networks and providing information in a clear and immediate way for readers, customers, investors and media professionals.

The content, organised by areas – About us, Our brands, Governance, Investors, Sustainability, Media, Work with us – are enhanced with images, figures and infographics, in a design developed to ensure access also on tablets and smartphones.

Updates about the Group, as well as brand activities and products will appear immediately on the home page, giving visitors an overview of Mondadori’s activities and situation in Italy, France and around the world.

Particular attention has been given to the pursuit of sustainability and the Group’s commitment to create social and cultural value, with an approach that cuts across all the different sections of the site.

The development of the site will continue through a process of ongoing updates, conceived especially for users, to enable the company to dialogue also on social networks.

The Mondadori Group has a corporate account on LinkedIn, to interact with professionals from other Italian media companies; on Twitter to keep track of business and financial news with the hashtag #MNMI and the most important news about the brands; on Facebook, to report on the company’s activities and listen to customers, users and readers, and, finally, on Instagram, where the Group made its debut with the #NoiDellaMondadori project, dedicated to the people who work for Mondadori, at Mondadori and with Mondadori.

Arnoldo Mondadori Editore S.p.A., following today’s meeting of the Board of Directors, announces that its subsidiary Rizzoli Libri S.p.A. has signed an agreement to transfer the Bompiani business unit to Giunti Editore S.p.A.

The total price of the transaction amounts to 16.5 million euro, 5.3 million euro of which related to assets transferred to the buyer.

Forecasts for 2016 on the scope subject to transfer indicate revenue of 15.3 million euro and a normalized EBITDA of approximately 1.3 million euro; Bompiani’s share of the trade market at 30 June 2016 stands at 1.8% (GFK).

The disposal of Bompiani is made in accordance with the remedies set out in the Provision issued by the Antitrust Authority, as part of the acquisition of Rizzoli Libri completed on 14 April 2016; finalization of the transaction is subject to prior approval by the Antitrust Authority.

Giunti Editore S.p.A., a time-honoured publisher based in Florence, which traces its roots back to 1841, is the parent company of one of the leading publishing groups in Italy; in 2015, with the publishers and the network of 190 bookstores operating under the Giunti al Punto trademark, it achieved consolidated revenue of 198 million euro.

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Approval of plan on merger by incorporation of Banzai Media S.r.l. into Arnoldo Mondadori Editore S.p.A.

The Board of Directors also approved the plan on the merger by incorporation of the subsidiary Banzai Media S.r.l. into Arnoldo Mondadori Editore S.p.A., prepared pursuant to art. 2501-ter and art. 2505, par. 1, of the Italian Civil Code, and approved today also by the Board of Directors of Banzai Media S.r.l.

The transaction aims to achieve the full integration of Banzai Media activities with the digital properties of Magazines Italy. The value of Banzai Media’s brands will, instead, remain separate and distinct. The merger will create a unified product range with the potential to present itself as a leader to both advertisers and users, improving time to market, benefitting from shared assets and know-how and leveraging on more streamlined business processes.

The merger plan was filed today with the Company Registry of Milan, pursuant to art. 2501-ter, par. 3, of the Italian Civil Code.

The merger is covered by the exemption from the application of Consob Regulation no. 17221/2010 and subsequent amendments regarding transactions with related parties, since the transaction is performed through a subsidiary with no significant interests of other related parties of Arnoldo Mondadori Editore, based on the criteria set out in the Procedures for Transactions with Related Parties of Arnoldo Mondadori Editore S.p.A.

As this is an incorporation of a wholly-owned company pursuant to art. 2505 of the Italian Civil Code, the decision on the merger will be adopted (i) for Arnoldo Mondadori Editore by its Board of Directors, pursuant to art. 2505, par. 2, of the Italian Civil Code, and to art. 23 of the by-laws, and (ii) for Banzai Media by its Shareholders’ Meeting.

Pursuant also to art. 84 of Consob Regulation no. 11971/1999 (the “Issuer Regulation”), the shareholders of Arnoldo Mondadori Editore representing at least 5% of the share capital, pursuant to art. 2505, par. 3, of the Italian Civil Code, are nevertheless entitled to request that the decision on the merger be adopted by the Extraordinary Meeting, in accordance with art. 2502, par. 1, of the Italian Civil Code. Shareholders who intend to exercise such right must send a specific request by registered mail with return receipt within eight days from the date of filing of the merger plan with the Company Registry of Milan to Arnoldo Mondadori Editore S.p.A., Via Bianca di Savoia, 12, Milan, Legal and Corporate Affairs Department, together with a certification attesting to ownership of the shares, pursuant to art. 25 of the Bank of Italy/Consob Joint Regulation adopted by the Provision dated 22 February 2008, faxing the documents in advance to 0275422537.

The merger is scheduled by 15 January 2017; for accounting and tax purposes, it will take effect from 1 January 2017.

For further details, reference should be made to the information disclosed on the website www.gruppomondadori.it (Governance section) and to the documents listed below, available to the public also at the registered office of the companies taking part in the merger, and through the authorized storage mechanism 1Info (www.1info.it): the merger plan, the half-year financial report at 30 June 2016 of Arnoldo Mondadori Editore (which pursuant to art. 2501-quater, par. 2, of the Italian Civil Code, supersedes the relevant financial position) and the relevant financial statements at 30 June 2016 of Banzai Media.

Also filed at the registered office of the companies taking part in the merger, the financial statements related to the last three financial periods of Arnoldo Mondadori Editore and of Banzai Media, together with the management and audit reports.

Today Arnoldo Mondadori Editore S.p.A. has completed the disposal, through its subsidiary Rizzoli Libri S.p.A., of its 94.71% interest in the share capital of Marsilio Editori S.p.A. to GEM S.r.l.

The amount cashed in today from the transaction is 8.9 million euro, based on an enterprise value in line with the price of the acquisition of the interest, part of the Rizzoli Libri transaction completed last 14 April 2016; the amount includes an adjusted positive net financial position of 1.3 million euro.

The disposal of Marsilio Editori S.p.A. has been completed in accordance with the remedies set out in the provision issued by the Antitrust Authority.

GEM S.r.l., a company operating in the publishing industry, headed by the De Michelis family, had held an interest in Marsilio Editori S.p.A. from 1985 to April 2016.

Based on the 2016 budget, Marsilio Editori is expected to achieve revenue of approximately 9.4 million euro and EBITDA of 1 million euro.

Il budget per l’esercizio 2016 di Marsilio Editori prevede ricavi per circa 9,4 milioni di euro con un ebitda di 1 milione di euro.

Arnoldo Mondadori Editore S.p.A. announces that it has finalized the acquisition today of Banzai Media Holding S.r.l. (vertical content division of the Banzai Group)¹, in execution of the agreement previously disclosed to the market on 10 May 2016.

The transaction has a value of 24.6 million euro, based on an enterprise value (fixed component) of 41 million euro, and a net normalized financial debt of 16.4 million euro (including financial payables to the parent Banzai S.p.A. and 3.3 million euro for deferred price components related to previous acquisitions).
The price was settled in cash today through a dedicated credit line made available to the Group.
An earn-out of 4 million euro will be paid to Banzai S.p.A. if certain established results for the 2016-2018 three-year period are met.

In 2015, the acquired scope, which will be consolidated as from 1 June 2016, posted revenue of 24 million euro and EBITDA (before non-recurring items) of 4 million euro, and counted 17.1 million unique users.
In 1Q16, revenue grew by approximately 20% (6 million euro versus 5 million euro at 31 March 2015, also as a result of the consolidation of AdKaora, the mobile advertising platform acquired by Banzai in October 2015), while EBITDA before non-recurring items came to 0.7 million euro (0.5 million euro at 31 March 2015).

The transaction allows the Mondadori Group to become the top Italian digital publisher, boasting a strong leadership in key areas – women, food, health&wellness – that are complementary and synergistic with the brands held in its portfolio.
The combination of the innovative platform and skills of Banzai Media with Mondadori’s outstanding content, will enable the Group to develop the positioning of its brands in the digital segment, based on a business model capable, on the one hand, of intercepting new users and audiences and, on the other, of expanding its range of digital marketing services, also leveraging on product innovation and brand extension initiatives.

¹ The acquired scope does not include the news segment, composed of Banzai’s investment in Il Post S.r.l. and of the Giornalettismo website BU.