Mediaset España Shareholders Approve MFE Merger

Dan Meier 16 March, 2023 

Mediaset España shareholders have approved the company’s takeover by MediaForEurope (MFE). The Spanish commercial broadcaster is expected to be absorbed into MFE within one month.

As part of the merger process, shareholders agreed to place the business in a new company as an intermediary measure. Grupo Audiovisual Mediaset España (GA Mediaset) will be headed by Borja Prado as president and Alessandro Salem and Massimo Musolino as co-CEOs.

“We believe that the merger [makes] perfect sense from a strategic point of view, since it constitutes not only a logical evolution but also the safest path for the survival and expansion of the company,” said Prado.

His views were not universal however, with dissenting shareholder Jose Antonio del Barrio Colmenarejo accusing the Board of Directors of collecting future compensation from the deal, which undervalues the company and deprives minority shareholders.

Closing in

The debate over MFE’s alleged infringement of shareholder rights has been raging since the Berlusconi-owned broadcasting group was first proposed in 2019, leading to a series of court battles between MFE and French media giant Vivendi.

Buying out the remaining stake in Mediaset España is a core part of the holding group’s plan to become a pan-European media powerhouse. It has faced resistance from the Spanish outfit and failed to secure the 90 percent of shares required to delist Mediaset España from the Madrid stock exchange.

But last year MFE gained 83 percent control of the broadcaster, launched a cash and share offer, and secured a waiver on the minimum acceptance threshold. This week MFE acquired Vivendi’s 1.05 percent stake in the Spanish outfit, effectively allowing it to delist the company’s shares.

At the same time, MFE has been raising its stake in ProSiebenSat.1 to become the German broadcaster’s largest shareholder. MFE is ultimately expected to launch a takeover bid for ProSieben, though Berlusconi has ruled this out for the time being.

Falling out

Mediaset España’s shares have fallen by around 67 percent over the course of the drama, prompting accusations that the Board of Directors deliberately lowered the valuation in light of possible offers from MFE, as well as the alleged ousting of Paolo Vasile after 23 years as CEO.

Company president Borja Prado denies the accusations, pointing to “market circumstances” behind the company’s plummeting share price. He assured shareholders that the merger will create a larger, diversified media group with access to a combined audience of over 100 millions viewers.

“Both Deutsche Bank and Banco Santander, designated financial experts, issued their confirmed report that the [evaluation] is adequate from a financial point of view,” he added.

Mediaset España saw its revenues drop 1.3 percent last year, citing the contraction of Spain’s linear TV ad market. Meanwhile MFE-controlled Mediaset Italia witnessed a 1.1 percent increase in revenues, though those numbers only account for the first half of the year.

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