Italy’s Mediaset and Mediaset España Comunicación have proposed their respective shareholders to create a new parent company by means of a cross-border merger of Mediaset and Mediaset España with and into Mediaset Investment N.V. (DutchCo), a wholly-owned direct subsidiary of Mediaset incorporated in the Netherlands.
The new entity will be called MFE – Media For Europe.
“From a strategic, operational and industrial perspective, the transaction is aimed at creating a pan-European media and entertainment group, with a leading position in its local markets and greater scale to compete and potential to expand further in specific countries across Europe. Combined sustainable capital structure and strong cash flow generation profile provide MFE – Media For Europe with the required firepower to play a pivotal role in the context of a possible future consolidation scenario in the European video media industry,” the company said in a statement.
The new MFE will control 100%of Mediaset SpA and 100% of Mediaset España as well as the 9.6 per cent stake in ProSiebenSat1.
On 29 May 2019, Mediaset announced the acquisition of a 9.6% stake in the German broadcaster ProSiebenSat.1 Media, corresponding to up to 9.9% of the voting rights, excluding treasury shares. Mediaset and Mediaset España have been developing a strong relationship with ProSiebenSat.1 in the European Media Alliance (EMA) in the last five years. The goal of this alliance is to develop economies of scale which are crucial for the future of European TV.
The new pan-European parent company will be legally based in the Netherlands and listed both on the Italian and Spanish stock exchanges. Operations of the two broadcasters will remain in Italy and Spain respectively.
The choice of the Netherlands as legal base is purely technical, based on the fact that Dutch rules permit “a level of governance able to facilitate stability in the shareholder structure and managerial certainty, while at the same time ensuring greater flexibility to pursue opportunities for growth and development.”
Mediaset CEO Pier Silvio Berlusconi said in a statement: “We have identified a new operational model that will generate efficiencies and development. Today, in a context of global competition, the creation of an editorial group of adequate scale to reach a European audience is a crucial factor for the future.”