the publisher Urbano Cairo, a shareholder of RCS Mediagroup, comes forward with a public exchange offer for all the shares of the group that publishes the “Corriere della Sera” with the aim of create “a large media actually has a leadership stable and independent, enhancing historical brands, strengthen the economic and financial profile of the Rizzoli accelerating the restructuring and revitalization.”
The open proposal RCS to all members who, in turn, opens the capital of the print media and TV companies, primarily La7, provides for the exchange of shares with no outlay of money and the offer was 0.12 Cairo Communication titles for each RCS MediaGroup. This last, it said in a note, is thus evaluated 0.551 euro per share (around 280 million against a market capitalization of 220) from the closure of 0.455 euro yesterday in the Milan Stock Exchange.
The offer is not agreed advance with the other shareholders of RCS is dependent on the achievement of the 50% plus one common share and includes a series of commitments by the lending banks. Since yesterday evening at 21 o’clock when it was announced exchange offer (Ops), it is taken to shareholders the so-called passivity rule , the rule prohibiting administrators to promote extraordinary actions. The operation takes place in a few weeks by the announcement by Fca an agreement for entry nell’azionario L’Espresso and the gradual exit from the same RCS.
“I consider RCS a large Italian company with an international presence,” said Cairo. For the entrepreneur was born 58 years ago in the province of Alessandria, “you can do a great job, in the future also in synergy with the same Cairo Communication.” RCS and Cairo will remain separate companies under the control of a single holding company. The offer is not directed at removing the RCS titles from the Italian Stock Exchange. Credentials, he continued Cairo, are all in the work of the last twenty years, “the experience I gained as a magazine publisher and television and how healing.” The best known case of restructuring is to La7 acquired in 2013 with losses of about 100 million per year, while advertising revenues have been his first business venture. “I really believe in this. In RCS there are very important newspapers – said Cairo – with a strong untapped potential and a wealth of remarkable journalistic skills. ”
But what is the project? In a note states that ‘the management of Cairo expects to realize significant efficiencies in the management of operating costs, including through simplification of the corporate, organizational structure and business processes “, attributed the activities’ to its core profitability, freeing resources necessary to rebalance the financial situation and make the necessary investments to strategically reinforce. ”
The industrial project is divided “into an effective recovery plan, in maximizing product potential Publishers including through the development of digital products and strengthening supply in not highly distinctive publishing activities, such as sporting events. ”
According to the conditions of effectiveness provided, the lending banks will have to commit to giving up the right to ask the early repayment of debt on account of the change of control. then there will have to be asked until the end of 2017 RCS no payment of principal, except for the partial early repayment with the proceeds from the sale of RCS Libri. Among the conditions set for the successful tender offer, the banks will not be able to exercise the withdrawal of funding and can not ask for RCS bankruptcy proceedings and must maintain credit lines in place. The calendar includes 20 days for publication of the prospectus under which the company will detail the terms of the transaction, plus 30 more days to Consob for approval. Cairo, assisted by Equita and Banca IMI as financial advisor and BonelliErede as legal counsel, has called an extraordinary general meeting called to decide on the capital increase on 12 May.
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9 April 2016 (amendment 9 April 2016 | 24:52)
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