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 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.
Following today’s meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, the Chief Executive Officer of the Mondadori Group, Ernesto Mauri, signed a put option, whereby Arnoldo Mondadori Editore S.p.A. has guaranteed itself the right to sell its subsidiary Mondadori France S.A.S. to Reworld Media S.A..
The disposal plan is part of the Mondadori Group’s repositioning strategy to place greater focus on the Books Area, and involves 100% of the stake held by Arnoldo Mondadori Editore S.p.A. in Mondadori France S.a.S. and the relating investments (revenue of € 330 million and EBITDA of € 18.4 million recorded in 2017).
The value for Mondadori France has been set at € 70 million (cash free/debt free), plus an earn-out of € 5 million.
Under the terms for exercising the put option:
- 86% of the value of the investment – € 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., for a nominal value of € 10 million, will be paid through issue of new Reworld Media S.A. shares, to be subscribed by Arnoldo Mondadori Editore S.p.A. at a price equal to 112.5% of the average stock market price over the 20 days before the signing and, in any case, ranging from a floor of € 2.2 to a cap of € 2.9.
Following the subscription, Arnoldo Mondadori Editore S.p.A. would hold from an 8% to a 10% interest in the share capital of Reworld Media S.A..
The transaction envisages a price adjustment mechanism linked to the achievement of pre-established targets relating to 2018 adjusted EBITDA and normalized net working capital at the closing date.
The earn-out to Arnoldo Mondadori Editore S.p.A. will be subject to the achievement in 2020, by Reworld Media S.A. in the new set-up, of certain financial results.
Under the terms for exercising the put option, Arnoldo Mondadori Editore S.p.A. is also required to provide the buyer with the usual representations and warranties.
If the deal is finalized, the Mondadori Group’s net financial position is expected to improve by approximately € 58 million at the closing date, considering: financial payables to third parties in Mondadori France (approximately € 7 million); fair value adjustment of Reworld Media shares subscribed by Arnoldo Mondadori Editore S.p.A. at closing (approximately € 3 million calculated to date); transaction costs of € 2 million.
In the financial statements for the year ended 31.12.2018, the result from discontinued operations, including impairment, is expected to be basically in line with the amount recorded in the Interim Management Statement at 30.09.2018.
Pursuant to the provisions of law, Mondadori France S.a.S. will start negotiations with its union representatives.
If the put option is exercised, the parties will sign a purchase and sale agreement envisaging completion of the transaction if the following conditions precedent are met:
- authorization issued by the Autorité de la Concurrence;
- approval of a reserved capital increase by the shareholders of Reworld Media;
- disbursement of a bank loan to Reworld Media.
Arnoldo Mondadori Editore S.p.A. announces that it has finalized the acquisition today of Banzai Media Holding S.r.l. (vertical content division of the Banzai Group)¹, in execution of the agreement previously disclosed to the market on 10 May 2016.
The transaction has a value of 24.6 million euro, based on an enterprise value (fixed component) of 41 million euro, and a net normalized financial debt of 16.4 million euro (including financial payables to the parent Banzai S.p.A. and 3.3 million euro for deferred price components related to previous acquisitions).
The price was settled in cash today through a dedicated credit line made available to the Group.
An earn-out of 4 million euro will be paid to Banzai S.p.A. if certain established results for the 2016-2018 three-year period are met.
In 2015, the acquired scope, which will be consolidated as from 1 June 2016, posted revenue of 24 million euro and EBITDA (before non-recurring items) of 4 million euro, and counted 17.1 million unique users.
In 1Q16, revenue grew by approximately 20% (6 million euro versus 5 million euro at 31 March 2015, also as a result of the consolidation of AdKaora, the mobile advertising platform acquired by Banzai in October 2015), while EBITDA before non-recurring items came to 0.7 million euro (0.5 million euro at 31 March 2015).
The transaction allows the Mondadori Group to become the top Italian digital publisher, boasting a strong leadership in key areas – women, food, health&wellness – that are complementary and synergistic with the brands held in its portfolio.
The combination of the innovative platform and skills of Banzai Media with Mondadori’s outstanding content, will enable the Group to develop the positioning of its brands in the digital segment, based on a business model capable, on the one hand, of intercepting new users and audiences and, on the other, of expanding its range of digital marketing services, also leveraging on product innovation and brand extension initiatives.
¹ The acquired scope does not include the news segment, composed of Banzai’s investment in Il Post S.r.l. and of the Giornalettismo website BU.
Arnoldo Mondadori Editore S.p.A. announces that, following the meeting of the Board of Directors chaired by Marina Berlusconi, an agreement with Banzai S.p.A. on the acquisition of Banzai Media Holding S.r.l., the vertical content division of the Banzai Group, has been signed.
The transaction provides Banzai Media Holding an enterprise value of 45 million euro, split up into a fixed component of 41 million euro and an earn-out of 4 million euro.
The acquisition price at closing – net of an estimated net normalized financial debt of 16.4 million euro (including financial payables to the parent Banzai S.p.A. and 3.3 million euro for deferred price components related to previous acquisitions) – is 24.6 million euro.
The earn-out will be paid to Banzai S.p.A. if certain established results for the 2016-2018 three-year period are met.
Under the agreement, advertising spaces will be available for Banzai S.p.A. in a three-year period, with an estimated benefit of about 7 million euro.
In 2015, the acquired scope, which excludes the news segment¹, posted revenue of 24 million euro and EBITDA (before non-recurring items) of 4 million euro, with 17.1 million unique users.²
The transaction allows the Mondadori Group, led by CEO Ernesto Mauri, to become the leading Italian digital publisher and to benefit from the complementarity of the vertical segments of the two companies.
By adding to the over 8.9 million active unique users the audience acquired from Banzai – which includes established websites on the Italian market such as PianetaDonna, Giallo Zafferano, Studenti.it and Mypersonaltrainer – Mondadori will achieve leadership in the women, food, and health & wellness vertical segments, strategic areas which allow the integration and expansion of the multi-channel offering of the brands already in portfolio, with significant growth potential also through product innovation and brand extension initiatives.
The extensive know-how and solid technological expertise of Banzai Media Holding, complemented with the brand value and the high-quality publishing content of Mondadori, will enable the Group to step up the development process in the digital segment. Additionally, the combination will allow audience profiling into specific targets, offering greater monetization opportunities.
The agreement with Banzai also includes the opportunity to identify a number of Mondadori Retail stores to extend the Pick&Pay network of the Banzai Group.
The acquisition of Banzai Media Holding, which provides the customary representations and warranties in favour of the acquiror, will be settled by using existing credit lines and completed in the first half of 2016.
¹ Composed of the investment in Il Post S.r.l. and the Giornalettismo website BU.
² Audiweb View figures – total audience December 2015.