ROME (WSI) – It ‘s official: born in Italy the new publishing pole Republic-Print, through an agreement between CIR and FCA. The wizard automaker by Sergio Marchionne has signed a memorandum of understanding providing for the merger of Itedi – which controls La Stampa and Il Secolo XIX, with Gruppo Editoriale L’Espresso.
In a note reads that:
“the merger will create the Italian leader in the newspaper and magazine sector, with a high potential in terms of revenues and efficiencies. Based on the preliminary assessment range established between the parties, following the merger Fca will own approximately 16% of the share capital of the new group, while of Fca minority shareholder in the publishing industry, Ital Press Holding (controlled by the Perrone family ), will hold the remaining 5%. “
First of the operations for the new center-Itedi Espresso Fca will distribute to its shareholders the entire stake of 16,734% interest in RCS Mediagroup. In the FCA note read:
“In line with the decision to focus in the automobile business” and “before” the melting and distribution provided to give life to Itedi Espresso-pole, the company “will distribute to its shareholders its entire stake in RCS MediaGroup”. With this operation, “comes to completion the role, first by Fiat and then by Fca, a sense of responsibility in the course of over four decades, which has saved the publishing group on three different occasions, ensuring the necessary financial resources to ensure their independence and thus to preserve its authority. ” Now, “following the renewal of its board of directors RCS Mediagroup has a clear leadership and a business plan setting out the objectives to 2018, whose work has started with good evidence on the progress of the current year.”
In turn Exor also be released by RCS. In a statement of Exor reads the fact that after Fca will be distributed among its members the participation of approximately 16.7% stake in RCS, Exor in turn will sell with market criteria received part of their pro-rata. Exor is the first Fca shareholder, which holds more than 30%.
The other most significant shareholder of the automaker’s Baillie Gifford with about 5.3%%. Among the many shareholders of Fca, listed both on Wall Street and in Milan, the figure (from the files of the SEC), also the Bank of Italy. All will receive RCS actions.
In the Exor note reads:
“In the context of the merger of the Itedi -Group Editoriale l’Espresso, Exor also communicates l`intenzione to divest its stake in RCS MediaGroup will receive from Fca the improvement of its already announced to the market distribution operation “. The sale will take place “in line with the market practice for similar transactions, on time and appropriate manner and in accordance with current standards and will be completed by the first quarter of 2017, at which time it is expected the completion of the merger of Itedi with the group Editorial l’Espresso. “
the Corriere della Sera, RCS Group, has been effectively abandoned by FCA. At this point, the largest shareholder of “industrial” type of RCS will be Diego Della Valle (7.3%), followed by Schroders (CONUN 5%), which is part of the fund conglomerate Vanguard (about 2.3%). Mediobanca seems determined to continue to come out of RCS. Currently it has a stake of 6.2%. It seems not to be affected now that much to RCS also
Intesa Sanpaolo, which has about 4.2% of RCS. The other major shareholders of the holding company that publishes the Corriere della Sera have Urbano Cairo (4.6%), Finsoe (4.6%), China National Chemical Corporation (4.4%), heirs Rotelli (2.7%) .
Ital Press Holding, controlled by the Perrone family and Itedi shareholder with a 23% share (Itedi will merge precisely with Gruppo Editoriale L’Espresso) in a statement confirmed his participation in the project create the new publishing center “with the objective of giving birth to a leader in Italy and Europe, in the daily and digital information industry.” Following the merger between La Stampa and Il Secolo XIX, Ital Press Holding, therefore, the Perrone family, will hold 5% of the share capital of the new group.
So Carlo Perrone, vice president of Itedi:
“The publishing sector, in Italy and around the world is leading to profound changes generated, primarily, by the technological and digital. E ‘therefore necessary, now more than ever, the ability to continuously innovate in order to offer the best information to their readers. ” In fact, “the success of the merger between La Stampa and Il Secolo XIX has shown how the editorial integration is the right way to go to better face the challenges of a complex and constantly changing market. For this reason I am particularly pleased, through Ital Press Holding, to participate in a long-term commitment to the creation of the new group, I am sure, will be able to daily provide independent information and quality. “
So says the operation that will sign the birth of the first Italian publishing group Carlo De Benedetti, chairman of the L’Espresso group:
“the agreement It marks an important milestone for the Espresso Group that launches today a new development path, ensuring a solid future in a difficult market. The mission of this house has always been the publishing industry, in the service of a civil growth of the country. With this commitment is confirmed and increased. “
With the agreement, the publishing group L’Espresso, which publishes the daily La Repubblica and Itedi, publishing group La Stampa and Il Secolo XIX, will create a center that will control about 20% of the printed paper Italian market, with a leading position in the digital market.
Under the terms of the merger, the group L ‘ expressed incorporate Itedi in a merger that, on the basis of 2015, will lead the new center budget figures to report a turnover of 750 million euro with the highest profitability in the sector, with no debt. The combination of newspapers and periodicals of the two groups now count as a whole of about 5.8 million readers and over 2.5 million daily unique users on their news sites.
The new pole will be led by Monica Mondardini, currently managing director of Cir and Espresso group.
the merger between Itedi and the group L’Espresso will be based on an exchange ratio that will be promptly established in the definitive agreements, subject to the due diligence and other conditions.
at the end of the operation, according to what we read in the group led by Rodolfo De Benedetti, CIR will remain the majority shareholder, with a stake of about 43% of the Editorial group L’Espresso.
Exor will own a share of about 5% of the merged company, after the distribution of participation by Fca – having to the respective holdings. The merged company will be listed on the Italian Stock Exchange.
So Rodolfo De Benedetti, president of Cir.
“At the completion of today’s agreement Cir l`azionista remain of a larger group control, stronger, with a significant profitability and increasingly authoritative from the point of view of governance, content and the heads of ownership. All this was made possible thanks to the solid results obtained in recent years by the Espresso group, which now has the credibility to be a leader of industry consolidation (…) Cir agreed to give up the absolute majority of the capital to promote an operation that grows the Espresso Group and can create value in the interests of all shareholders. We are very happy of the agreement with prestigious shareholders who know the industry: with them we start a long journey in which we will share new ideas and new projects to meet the challenges of the industry. Despite the structural difficulties dell`editoria, especially in Italy, I have confidence in the prospects of the group. “
While in a letter to Itedi employees, the company that owns La Stampa and Il Secolo XIX, and that will be merged in the group controlled by CIR, John Elkann, chairman of Exor, writes:
“The respect for the values of integrity and independence which he led until today our titles will remain unchanged, because they are the same principles that the family De Benedetti follows for almost 40 years in supporting and developing the Espresso Group. On a personal level, I am particularly happy to join our editorial destinies to a head as La Repubblica, the newspaper that my great-uncle Carlo Caracciolo helped found, thanks to the experience he had gained as an editor of L’Espresso: my commitment to new group will be the best way to honor and continue what he started with passion and enthusiasm in 1976 “.
the memorandum is binding on the parties and, subject to meeting the conditions of the Memorandum , it provides that they subscribe definitive agreements relating to the transaction by June 30, 2016.
the note reads that the closing of the transaction is expected in the first quarter of 2017, subject to obtaining the necessary authorizations from the competent authorities and to the occurrence of typical conditions precedent for transactions of this type (such as, eg the completion of due diligence and obtaining the necessary corporate authorizations).
as a result of the merger and within the necessary time frame, Fca will distribute its entire holding in the new group to holders of its common stock.
FCA itself explains that the operation
“is aimed at the creation of the first Italian publishing group operating in the field of information and, consistent with the decision to focus its activities in the automotive industry, to distribute to its shareholders the holdings in the publishing industry.
(being written)
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