Media For Europe (MFE) has launched a Public Procurement Offer aimed at acquiring 100% of the company, with the social capital of Mediaset España, its Spanish subsidiary, driving the move forward. This action, which received authorization from the CNMV yesterday, is accompanied by a reassessment of the previously disclosed valuation for Mediaset España’s shareholders, including anticipated dividends. The update presents MFE’s plan as benefiting its own shareholders while outlining what Mediaset España investors might expect under the offer, as reported by CNMV disclosures.
In its offer, MFE proposes a mixed payment structure. The proposal includes nine MFE type A shares delivered as consideration and EUR 3.72 in cash, which translates into 4.5 MFE type A shares for each Mediaset España share, plus EUR 1.86 per Mediaset España share in cash. This blended approach aims to balance stock and cash components for Mediaset España shareholders evaluating the offer, according to information reviewed by CNMV.
Additionally, MFE has decided to postpone the dividend payment associated with the transaction to September 21, 2022, replacing the previous date of September 19, 2022. This postponement aligns with the formal closing of the proposal and any required mandatory dividend processes. Shareholders of Mediaset España who accept the offer or participate in share transfers will receive the indicated dividend as part of the sale movements.
During Friday’s meeting, the MFE Board of Directors agreed to seek approval from the MFE general assembly for the dividend policy. It was proposed that a dividend of EUR 0.05 per MFE share be distributed to both A and B shares, with the dividend record date set for June 29, 2022, subject to shareholder approval and the usual regulatory steps described in CNMV communications.
To break down the payment structure for Mediaset España shareholders participating in the takeover, the combination consists of EUR 1.86 in cash and 4.5 MFE A-class shares for each Mediaset España share, plus the possibility of receiving the equivalent of 0.225 EUR per Mediaset España share, effectively amounting to around EUR 2.085 per Mediaset España share when combined with the stock component. This breakdown helps investors gauge the relative value of the offer against their holdings, as outlined in the official disclosures reviewed by CNMV.
The scope of MFE’s offer targets all of Mediaset España’s capital, with the exception of 55.69% of the Spanish group that currently controls the company. In practical terms, this means the bid effectively covers 44.31% of Mediaset España, represented by 138.8 million shares outstanding at the time of the announcement. The ultimate realization of the offer depends on achieving minimum acceptance thresholds that reflect a meaningful level of participation from Mediaset España’s investors, as stated in the CNMV documentation.
Specifically, the offer’s effectiveness hinges on reaching a minimum acceptance rate: 29.31% of Mediaset España’s capital, equivalent to 91.8 million shares, or 66.15% of the shares targeted by the offer. If these targets are met, MFE would hold at least 85% of Mediaset España’s capital, a level that could trigger the delisting of all Mediaset España shares from Spanish stock exchanges, in line with standard market practice for such acquisitions.
To secure the transaction, MFE has provided a series of bank guarantees. A total of 258.3 million euros are guaranteed for full cash payment, and the capital increase contract associated with the delivery of shares is available for up to 624.4 million shares to be issued to those who accept the offer. These guarantees are designed to offer certainty to accepting shareholders and to cover the financial commitments tied to the deal, as described in CNMV materials.
The acceptance window for the offer stretches for 30 calendar days from the stock market business day following the publication of the offer’s basic data. This timing sets a clear horizon for shareholders to evaluate the proposal, discuss among themselves, and decide on the best course of action within the regulatory framework outlined in the initial official notice and subsequent CNMV updates.