The CNMV reminds Mediaset España shareholders that the takeover bid acceptance period is suspended

MADRID, 7 Jun. (EUROPA PRESS) -

The National Securities Market Commission (CNMV) has reminded the shareholders of Mediaset España that the calculation of the acceptance period for the takeover bid (OPA) of MFE-Mediaforeurope, which ran from May 30, 2022 until June 28, 2022, both included.

In a statement, the entity explained that this is a consequence of the presentation this Tuesday of the authorization request for the modification of the characteristics of the takeover bid (OPA) and exchange of Mediaset España shares by MFE-Mediaforeurope .

In this sense, the CNMV has indicated that at the time the decision is made regarding the aforementioned request to modify the offer, the new term for acceptance of the takeover bid for Mediaset España will be reported.

MFE-Mediaforeurope has improved the cash consideration for the takeover bid (OPA) launched for 44.31% of Mediaset España, from 3.72 euros to 4.32 euros for every two shares of the Spanish group, which would mean a disbursement of approximately 300 million euros.

The improvement of the cash consideration is carried out within the framework of a cooperation agreement between the two groups.

The consideration for the takeover bid, admitted for processing on April 29, is of a mixed type and consists of the exchange of 624,435,408 newly issued type A shares of MFE-Mediaforeurope and a cash disbursement that now amounts to 299, 7 million euros, compared to the previous 258 million. The other part of the consideration is held in nine newly issued A shares of the offeror.

MFE undertook to submit to the CNMV the request for authorization of the improvement of the offer "as soon as possible and, in any case, no later than June 7, 2022".

Likewise, Mediaset's board, in full submission to its fiduciary duties, undertook to recommend the improved offer by issuing a favorable report, confirming that the offer is adequate.

On the other hand, the group chaired by Borja Prado has undertaken to carry out certain actions with the aim of allowing the greatest number of Mediaset España shareholders to receive detailed information on the improved offer and the favorable report from the board of directors of the society.

Mediaset's board of directors will approve and publish the aforementioned report within five calendar days from the date of publication of the improvement approved by the CNMV.

The takeover bid is aimed at 100% of the capital of Mediaset España, although 174,402,720 shares representing 55.69% of the capital that belong directly and indirectly to the offeror and are immobilized are excluded from it, for which it extends from effectively to 138,763,424 shares of the Spanish subsidiary of Mediaset, representing 44.31% of its share capital.

The takeover bid already has the authorization of the CNMV. The effectiveness of the offer is conditional on the acceptance of at least 66.15% of the shares to which the offer is directed (29.31% of the capital of Mediaset España). The fulfillment of this condition supposes for MFE to increase its participation from 55.69% to 85% of the capital, at least.

The acceptance period will be 30 calendar days from the stock market business day following the publication of the first announcement with the essential data of the offer, also ending on a stock market business day.

The offeror declared in the prospectus that if the requirements of the takeover bid legislation are met, it will demand the forced sale, which will entail the exclusion of Mediaset España. In this case, MFE will request the admission to the Spanish stock markets of the A shares.

If the 'squeeze-out' requirements are not met, Mediaset España shares will remain on the stock market. Within a period of no less than six months, MFE does not rule out a merger operation by absorption by MFE of Mediaset España that would lead to its extinction and exclusion.

In that case, MFE will request the admission of the A shares on the Spanish stock exchanges.