The Mondadori Group announces the completion today of the sale – by its subsidiary Mondadori Media S.p.A. – of the business units comprising the editorial activities of Donna Moderna and CasaFacile to Stile Italia Edizioni S.r.l., part of Società Editrice Italiana S.p.A. group.
In 2021, revenue from these activities is estimated at approximately € 17 million.

The transaction, which will be effective as from 1 January 2022, is in line with the Mondadori Group’s strategy – repeatedly disclosed to the market – of increasing its focus on the core business of books.

In accordance with the provisions of law, the procedure with the trade unions was put into effect.

The Mondadori Group, in execution of the agreement signed and disclosed to the market last 12 July, announces that it has finalized the acquisition today of 100% of De Agostini Scuola S.p.A. through its subsidiary Mondadori Libri S.p.A..

Completion of the transaction follows the authorization issued by the Antitrust Authority as disclosed last 8 November.

The provisional price paid for the acquisition is € 135.7 million, defined on the basis of an Enterprise Value of € 157.5 million, net of the average normalized net financial position of 2020: the final price will be determined on the basis of the average normalized net financial position of 2021.

The agreed Enterprise Value of € 157.5 million is equal to 7.4 times the reported EBITDA of De Agostini Scuola in 2020.

Considering the financial impacts of the transaction (payment of the consideration and consolidation of the financial position of De Agostini Scuola), the Mondadori Group’s consolidated NFP before IFRS16 in 2021, which, on approval of the results at 30 September 2021, envisaged a positive pre-acquisition guidance of approximately € 35 million – is expected to amount to approximately € -100 million.

Accordingly, on a pro-forma level, the NFP/reported EBITDA ratio before IFRS16 – as per the definition of the covenant of the current loan lines – is expected to be lower than 1.0x, while the NFP/adjusted EBITDA ratio (IFRS16) is expected to be lower than 1.5x.

Thanks to this deal, the Mondadori Group strengthens its foothold in the education segment: De Agostini Scuola will in fact join, under the new name of D Scuola S.p.A., Mondadori Education and Rizzoli Education, bringing the total pro-forma 2021 market share to 32.9%.

The Group thus becomes the top player on the textbooks publishing market, leveraging on the names of three solid publishers, each with a distinctive identity and longstanding tradition, a point of reference in the world of teaching and learning, consistent with the strategy of focusing on the core business of books.

The consideration was settled in cash today by drawing on the acquisition-related line of credit, defined as part of the loan agreement signed on 12 May, and on available liquidity.

The balance sheet amounts of the investment will be consolidated as at 31 December 2021, with income statement effects as from 1 January 2022.

The Mondadori Group announces the signing of an agreement on the acquisition from De Agostini Editore S.p.A. – owner of the entire share capital – of a 50% stake in DeA Planeta Libri S.r.l., to be renamed De Agostini Libri S.r.l., specialized in trade books with focus on the children’s and non-fiction segments.

The corporate governance structure entitles the Mondadori Group to fully consolidate the company.

The scope of the deal includes Libromania S.r.l., wholly-owned by De Agostini Libri and active in the promotion of third-party publishers: the agreements between the parties include put&call options, exercisable in second half 2022, which entitle the Mondadori Group to acquire 100% of Libromania.

In 2021, De Agostini Libri is expected to record consolidated revenue of approximately € 12.6 million, while EBITDA is forecast at break even.

The total maximum value of the transaction, taking account of the 100% valuation of Libromania, has been set at € 4.5 million.

Thanks to the acquisition, the Mondadori Group, – consistent with its strategy of increasing focus on the core business of books – forms a partnership with a publishing house that boasts a rich history and tradition, as well as solid know-how.

While the transaction in itself is irrelevant for the purposes of Antitrust reporting obligations, in accordance with the relevant legislation, it is subject to the Authority’s authorization, given the involvement of the same parties (the Mondadori Group and De Agostini Editore) in the De Agostini Scuola deal.

The Mondadori Group announces that it has received notice from the Antitrust Authority of the authorization to acquire 100% of De Agostini Scuola S.p.A. as disclosed last 12 July.

The provision envisages the adoption of appropriate behavioural measures, as indicated by the Authority and shared by the Mondadori Group, to safeguard the competitiveness of the school textbooks market, including, in particular, the commitment to continue to keep De Agostini Scuola separated until 31 December 2024.
These remedies confirm the rationale of the acquisition, the business development plan and the potential for value creation initially estimated by the Group.

“We are really delighted to be able to go ahead with the acquisition of De Agostini Scuola, a deal consistent with our strategy of focusing on our core business of books”, said Antonio Porro, CEO of the Mondadori Group. “The investment – the most relevant made in the last 15 years – will allow us to open up a new chapter in the path of growth of our Group and to achieve a leadership position in the school publishing market”, concluded Porro.

The Authority’s go-ahead triggers the fulfilment of the suspensive condition attached to the agreement on the sale of the investment in De Agostini Scuola; the sale will therefore be fully executed on the closing date, scheduled to take place later this year.

The Mondadori Group announces the signing today of an agreement with De Agostini Editore S.p.A. – following the negotiations disclosed on 1 July – for the acquisition of 100% of De Agostini Scuola S.p.A., one of Italy’s top school textbook publishers.

The company’s products are targeted to every level of education – with a marked presence especially in the secondary school segment – through a series of brands including DeA Scuola, Petrini, Marietti Scuola, UTET Università, Cideb-Black Cat and Garzanti Scuola.

The transaction is consistent with the strategy – repeatedly announced by Mondadori – of focusing on the core business of books, in which the Group boasts a longstanding leadership in Trade and is one of the top school textbook players. The acquisition will enable the Company to further strengthen its foothold in the school textbook field, where it currently operates through the publishing houses Mondadori Education and Rizzoli Education.

The value of the transaction has been defined on the basis of an Enterprise Value of € 157.5 million, equal to 7.4 times the reported EBITDA recorded by De Agostini Scuola in 2020. The price will be defined on the basis of the average normalized net financial position over the 12 months before the closing date.

De Agostini Scuola posted in 2020 revenue of € 70.8 million, reported EBITDA of € 21.4 million, with a margin of 30%, and net profit of € 12.2 million. At 31 December 2020, the net financial position stood at a positive (net cash) € 20.8 million.

The agreement, which also makes all of the brands currently covering De Agostini Scuola’s school textbook publishing market available to the Mondadori Group, includes the typical representations and warranties for the purchaser.

The consideration for the transaction will be settled in cash at the closing date by drawing on the acquisition-related line of credit, recently defined as part of the loan agreement signed by the Group on 12 May.

Completion of the transaction is subject to the authorizations of law from the competent Antitrust authority.

Mention should be made that the forecasts developed for the current year on the Mondadori Group, previously disclosed to the market, have been prepared on the basis of the current scope; any updates to the above estimates will be announced with a view to the time required to complete the transaction.

The Mondadori Group Management will meet with the financial community at a conference call scheduled today at 6pm. The relevant presentation will be available on 1info (www.1info.it) and on the website www.gruppomondadori.it (Investors section).

With regard to the news reports published today, the Mondadori Group hereby informs that negotiations are underway for the acquisition of 100% of De Agostini Scuola S.p.A., a school textbooks publisher owned by De Agostini Editore S.p.A..

The ongoing process, which follows the acceptance of a binding offer, envisages the signing of the contract subject to the successful outcome of further important stages, such as the sharing between the parties of specific contractual terms being discussed and the positive completion of confirmatory due diligence activities by the Mondadori Group.

The transaction would be consistent with the repeatedly announced strategy of focusing on the core business of books, in which the Mondadori Group boasts a longstanding leadership in Trade and is one of the top school textbooks players.

Completion, if any, of the transaction will be promptly disclosed to the market and would be subject to the authorizations of law by the competent Antitrust authority.

Arnoldo Mondadori Editore S.p.A. announces the transfer today to PBF S.r.l. of 50% of its investment in the associate Società Europea di Edizioni S.p.A.

Following this transaction, Arnoldo Mondadori Editore S.p.A.’s investment in the share capital of Società Europea di Edizioni S.p.A., publisher of Il Giornale, drops to 18.445%.

Arnoldo Mondadori Editore S.p.A. announces the finalization today of the sale of its subsidiary Mondadori France S.A.S. to Reworld Media S.A. in execution of the agreement signed and disclosed to the market last 19 April.

Following this transaction, the Mondadori Group completes a further phase on the path of strategic repositioning, with increased focus on the Books Area and the development of new areas of business.

The consideration from the transaction amounts to € 70 million (cash free/debt free), plus an earn-out of € 5 million, according to the terms disclosed last 24 July.

Concurrent to the completion of the sale of Mondadori France, Arnoldo Mondadori Editore S.p.A. today repaid in full the Credit Line B of € 100 million, stipulated on 22 December 2017 with a pool of three banks (Banca Popolare di Milano S.p.A., Intesa San Paolo S.p.A. and Unicredit S.p.A.) as part of the loan agreement expiring in December 2022.

Arnoldo Mondadori Editore S.p.A. announces that today the sale of its subsidiary Mondadori France S.A.S. to Reworld Media S.A. has received clearance from the Autorité de la Concurrence.

In accordance with the remedy set out in the clearance, Reworld Media undertakes to sell a title of its choice that could be either L’Auto-Journal, published by the joint venture EMAS (Editions Mondadori Axel Springer), or Auto Moto, published by Reworld Media.

In this context, as an update to the announcement made last 18 February, the parties have agreed to supplement, as indicated in point (iii), the structure of the consideration from the transaction, which remains – as expected – of € 70 million (cash free/debt free), also adding an earn-out of € 5 million:

• 86% of the value of the investment – equal to € 60 million – will be paid in cash, € 50 million of which at the closing date, and € 10 million 24 months from the closing date; the deferred payment is not subject to any condition;
• the remaining 14% of the value of Mondadori France S.A.S., equal to a nominal value of € 10 million, will be paid through issue of no. 3,558,718 Reworld Media S.A. shares, to be subscribed by Arnoldo Mondadori Editore S.p.A. at a price equal to € 2.81 per share;
• Arnoldo Mondadori Editore S.p.A. additionally undertakes to subscribe – in the period from the closing date to 31/1/2020 – to a capital increase for a maximum amount of € 12.6 million in Reworld Media shares, at a price equal to the average of the closing trading price over the 20 days prior to the date of approval of the capital increase.

Following the subscriptions, Arnoldo Mondadori Editore S.p.A. is expected to hold an investment between 14% and 16% in Reworld Media S.A ; the estimated improvement in the Mondadori Group’s net financial position will be approximately €63 million, up versus the announcement made last 19 April.

As already disclosed to the market, completion of the sale is subject to the fulfilment of two conditions precedent:

• approval of the reserved capital increase by the shareholders of Reworld Media (referred to in point ii);
• provision of a bank loan, already authorized, to Reworld Media.

Arnoldo Mondadori Editore S.p.A. announced today that, following the procedure to inform and negotiate with the French trade unions as set out by law, it has signed an agreement on the sale of its subsidiary Mondadori France S.A.S. to Reworld Media S.A..

The agreement is in line with the Mondadori Group’s strategy to continue along its strategic repositioning path, placing increasing focus on the more profitable core businesses.

The scope subject to sale includes the 100% interest in the share capital held by Arnoldo Mondadori Editore S.p.A. in Mondadori France S.A.S. and its subsidiaries and/or investees.

The consideration for the transaction amounts to € 70 million (cash free/debt free), plus an earn-out of € 5 million to be paid according to the terms disclosed to the market on 18 February 2019.

As a result of the deal, Arnoldo Mondadori Editore S.p.A. will hold from an 8% to 10% interest in the share capital of Reworld Media S.A..

If the transaction is completed, the estimated improvement in the Mondadori Group’s net financial position at closing date would be approximately € 59 million.

As already disclosed to the market, completion of the transaction is subject to the fulfilment of the following conditions precedent:

• authorization by the Autorité de la Concurrence;
• approval of the reserved capital increase by the shareholders of Reworld Media;
• provision of a bank loan, already authorized, to Reworld Media.