Arnoldo Mondadori Editore today announces that, following antitrust authorisations from the competent European bodies, it has formally closed the transaction, originally communicated to the market on 19 June, for the acquisition of Emap France. The total amount paid is €551 million, including contractual adjustments for an amount of €6 million.
After due diligence: final price fixed at €39.6 million
Arnoldo Mondadori Editore S.p.A. announced that it had finalised, through its subsidiary Monradio S.r.l., the acquisition of the business activities concerning:
– the exercise of the radio broadcasting activities of Radio 101 One-O-One;
– the exercise of radio broadcasting activities associated with the airing in the Italian territory of a foreign radio station.
The transaction was completed as per the agreement reached by the parties on 30th July 2004 and previously communicated to the market.
The final price – following completion of technical, legal, accounting and fiscal due diligence – has been fixed at €39.6 million.
Mondadori has also acquired 10% of Rock FM S.r.l., the holder of two local commercial radio licences (Rock Fm and Radio Milano International) on the basis of an evaluation of €2.7 million for 100% of the company: 90% of Rock FM S.r.l. is owned by the Greek company Attica Publications S.A. (of which Mondadori owns 40%), which is already active in the radio sector through the station Athens Radio Dee Jay.
The Board of Directors of Monradio has deliberated to entrust the operating management of the new radio business to Carlo Mandelli, who has been appointed company’s Managing Director. The Chairman of the company is Maurizio Costa.
The acquisition remains subjected to authorisations from the Italian competent Authority.
Following due diligence: price fixed at €14.107 million
Following legal authorisation and the positive results of duediligence, Arnoldo Mondadori Editore S.p.A. today exercised the contract as per thepreliminary agreement stipulated on 16 July – and already communicated to the market– forthe acquisition of 70% of the share capital of Edizioni Piemme S.p.A.
The definitive price, fixed on the basis of the results of due diligence, is of €14.107 million.
This operation will allow Mondadori to significantly strengthen its position in thechildren’s books segment and also acquire a portfolio of established authors in the fictionand non-fiction area.
With an initial 20% stake in Attica Publications
The Athens-based company, Greek market leader in magazines, will provide an important platform for the launch of Mondadori titles in East Europe
Arnoldo Mondadori Editore S.p.A. today signed an agreement to take a stake in Attica Publications S.A., a Greek publishing company listed on the Athens Stock Exchange.
Under the terms of the agreement, Mondadori will buy from the founding partners (owners of 80% of the share capital, the remaining 20% is on the market) an initial stake of 20% at a total cost of €18.2 million.
The agreement also gives Mondadori a call option on a further 20% of Attica that can be exercised over the next 18 months. This would bring Mondadori’s stake to 40%, equal to the stake of the current majority shareholder.
Mondadori will have the right of representation on the Board of Directors of Attica from the next AGM. Should Mondadori decide to exercise its call option, the number of Mondadori nominated representatives on the Board would consequently increase.
The Attica Group, founded in 1994 as a magazine publisher, was listed on the Athens Stock Exchange in 1999. The capital raised by the IPO was invested in the core business with the launch of nine new titles and the acquisition of local publishing companies. Subsequently,
Attica has implemented a process of diversification that has turned company into an integrated multimedia operator in the media sector, with an articulated presence in a number of areas: magazines, radio, and film, video, DVD and recorded music distribution.
With 2002 revenues of more than €72 million and a high level of profitability, the Attica Group is the advertising market leader and has the second highest level of circulation. The company has a portfolio of products that ranges from its own original titles to titles published under licence from prestigious international publishing groups, including Hearst and Groupe Figaro; a balanced mix of titles covering the women’s, television, men’s and specialised segments.
Attica’s presence in Eastern Europe – Hungary, Romania and Bulgaria – is already significant and the expansion policy for this region is based on the launch of titles with a strong brand able to achieve immediate results in terms of circulation.
Maurizio Costa, deputy chairman and chief executive of Mondadori, claims that the agreement «is the first step in a pre- announced strategy for expansion into other European markets. Attica is the Greek market leader in magazines and has a profitable and growing business. As far as Eastern European markets are concerned, this agreement will give us a geographically diversified platform for the launch of Mondadori titles.» Costa underlined the experience and dynamism of the management team, adding that, «we will work with our partners to exploit the synergies that derive from their detailed knowledge of the local markets and our consolidated editorial know-how.»
«Overall, this operation is entirely consistent, both with our strategic vision and from the point of view of profitability,» concluded Costa.
The participation of Mondadori in Attica Publications’ share capital signals the beginning of a new, even more dynamic development of the group in the future. Mondadori’s expertise, along with its international influence, will contribute to the further expansion of the company, both in the local market as well as in the developing markets of Eastern Europe.
From now on, Attica Publications becomes an active player in the European market place.
Together with Mondadori’s management, we are determined to create a media company that will play a significant leading role in the whole region.
An extraordinary general meeting of the shareholders of Arnoldo Mondadori Editore today approved the partial split of the subsidiary Elemond: the company will transfer, to the parent company Arnoldo Mondadori, its stakes in Einaudi and Mondadori Printing, its specialised magazine business and property holdings.
The split, that will not involve any equity exchanges given that the split company is already wholly-owned by Arnoldo Mondadori Editore, that will become effective on 1 April 2002, as part of a larger project aimed at re-organising the Elemond Group.
The project, approved by the Board of Directors at a meeting on 13 November 2001, aims to simplify the corporate structure and to align the business in which the Elemond goup is involved.
In fact, after the split approved today, the company will focus on its role as a an operating holding company for the Mondadori Group’s activities in the art and illustrated books sectors, the organisation of exhibitions and the management of museum bookshops.
Maurizio Costa, chief executive of the Mondadori Grou and Peter Olson, chief executive of Random House, today signed the definitive agreement in Barcelona for the creation of Grupo Editorial Random House Mondadori. With revenues of over $100 million, the new 50-50 joint venture will become the world’s second largest Spanish-language book publisher.
Random House Mondadori will bring together all of the imprints of Random House and Mondadori operating in the book markets of Spain and Latin America. The operation is subject to the approval of the European Union, which is expected by the end of the summer.
Olson and Costa also outlined the organizational structure of Grupo Editorial Random House Mondadori and announced the name of the company’s operational head.
The board of the joint venture will be made up of six members; three nominated by Random House and three by Mondadori. The chief executive of the new company will be Riccardo Cavallero, 38, who, since 1998, has been the chief executive of Grijalbo Mondadori, Mondadori’s main company in Spain and Latin America.
Based in New York, Cavallero will have responsibility for all of the global activities of Grupo Editorial Random House Mondadori, which will be divided into three regional divisions to be known as Grupo Editorial Plaza & Janés for Spain (to be headed by Juan Pascual); Grupo Editorial Sudamericana for Argentina, Chile and Uruguay (to be headed by Faustino Linares); and Grupo Editorial Grijalbo for Mexico, Colombia and Venezuela (to be headed by Giancarlo Corte).
Each of the divisional heads will report to Cavallero, and will be responsible for the Random House Mondadori imprints and companies of the group in their area. The different divisions and imprints of the group will maintain full editorial autonomy, in line with the long-standing traditions of the two owners.
“With this joint venture Mondadori achieves an important objective: to play a leading role in the very significant Spanish-language markets,” said Maurizio Costa. “The high levels of demographic and economic growth in the countries concerned and the possibility of reaching the Spanish-speaking market in the US offer our new company interesting new prospects. And, for Mondadori, we believe, there are also interesting opportunities in the school textbook and magazine publishing markets.”
“Today’s signing and the agreement with Mondadori represents a moving and significant moment in the history of Random House,” declared Peter Olson. “With Grupo Editorial Random House Mondadori we have created a fundamental juncture for books, authors and all those operating at a high level in the book industry. Our most important commitment is to generate the highest levels of circulation possible for our authors, not only in Spain and Latin America, but generally around the world.”
“The Grupo Editorial Random House Mondadori has been given a business mandate by its owners focused on maintaining a strong independence at a local level in the identification and implementation of its editorial programmes for each of the imprints in the group,” said Riccardo Cavallero. “We will guarantee to each of our divisions a high level of autonomy, while at the same time ensuring they benefit from efficient centralised operational support and technological resources at an international level.”
Random House is the world’s biggest book publisher and constitutes the book division of Bertelsmann AG, the world’s biggest media, e-commerce and interactive content group. Mondadori is Italy’s leading publisher of books and magazines and one of Europe’s leading media groups.