Arnoldo Mondadori Editore S.p.A. hereby announces it has submitted to Banzai S.p.A. an offer to acquire Banzai Media Holding (Vertical Content division).

The Company has been granted an exclusivity period lasting until 30 April 2016.

Following the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired today by Marina Berlusconi, CEO Ernesto Mauri has signed the agreement to acquire RCS Libri S.p.A.

The agreement will allow Mondadori Group to strengthen its foothold in the trade books market and educational publishing field in Italy, and in the illustrated books segment on an international level.

The scope of the transaction includes the entire interest, amounting to 99.99% held by RCS MediaGroup S.p.A. in RCS Libri S.p.A., with the underlying subsidiaries – which, at closing date, will include 94.71% of Marsilio Editore S.p.A. – with the exception of 58% held in Adelphi Edizioni S.p.A.

In FY 2014, this scope reported the following pro-forma figures: revenues of euro 221.6 million; EBITDA before non-recurring items of euro 8.8 million, and capex of euro 11 million, euro 1.7 million of which made to renew the Rizzoli bookstores.

Consideration for the transaction amounts to euro 127.5 million, and reflects an average NFP (to counter the effects of business seasonality) and adjusted (also to include the buy-back of minorities of Marsilio), amounting to euro -2.5 million.

Since the consideration reflects expectations on this year’s result, price adjustment mechanisms of up to +/- euro 5 million have been included, based on the achievement of pre-set financial targets in 2015.

The agreement also provides for an earn-out of up to euro 2.5 million to RCS MediaGroup S.p.A., based on the achievement of specific results in the books segment in 2017.

The transaction provides the customary representations and warranties in favour of the acquiror.

The acquisition, the consideration of which will be settled in cash at closing date, will be financed by credit lines; the Group has recently signed an agreement with the lending banks in order to reschedule the existing lines in connection with the transaction, reviewing deadlines and conditions.

By the transaction, Mondadori will acquire exclusive ownership over all the trademarks in the books segment, including Rizzoli. Under the agreement, RCS MediaGroup media titles are allowed to carry on their book publishing business in line with their existing activities.

Completion of the transaction is subject to approval by the appropriate regulatory authorities; any conditional clearance provisions will not compromise the completion of the transaction.

The presentation of the transaction will be made available tomorrow at the authorized storage system 1Info (www.1info.it) and on www.gruppomondadori.it (Investor Relations section).

Arnoldo Mondadori Editore S.p.A. informs that on today’s date, in line with its non-core assets disposal plan, it has completed the sale of 80% of Monradio S.r.l.’s share capital to R.T.I. S.p.A. and the sale to Harlequin Italia S.r.l. of the entire interest held, through Mondadori Libri S.p.A., in the joint venture Harlequin Mondadori S.p.A. for a total amount, cashed today, of euro 45.1 million.

The two transactions, increasing the availability of the consolidated financial resources, contribute to support the future development of the Group and its competitive position in the core businesses, consistently with the strategic guidelines announced during the year.

In detail, the sale agreement of 80% of Monradio’s share capital was signed today with R.T.I. (Mediaset Group) for a total price of euro 36.8 million (cash/debt free), according to the terms included in the information document regarding transactions of greater relevance with related parties disclosed to the public on 24 September 2015.
In 2014 Monradio contributed to the Group’s consolidated financials revenues of euro 11.7 million and a negative EBITDA of euro 4.4 million[1].

The sale of the 50% interest held by Arnoldo Mondadori Editore, through Mondadori Libri, in Harlequin Mondadori to Harlequin Italia (HarperCollins Publishers) was also finalised today.
Established in 1980, Harlequin Mondadori is a 50/50 joint venture operating in the women’s fiction mainly through the sale of the series Harmony in the newsstand channel.
In 2014 the company, consolidated on an equity basis, generated revenues of euro 9.1 million with a net profit of euro 1.0 million.
The value of the transaction amounts to euro 8.3 million, including an adjusted NFP (for 50%) positive for euro 1.6 million.

[1] Pursuant to IFRS5, the Group’s radio business was qualified as “discontinued operations” already in the income statement for the first half of 2015. Therefore, Monradio’s result in the period was recognized under item “result from discontinued operations”, which includes the writedown of Monradio’s assets equal to euro 7.1 million in order to align the value to the fair value resulting from the transaction (euro 46 million for 100%).

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.