RCS, counteroffer cash Bonomi and Mediobanca – The Republic

MILAN – They are lining the powers in defense of RCS. Announced a counter takeover bid (Tender Offer) by Diego Della Valle, Mediobanca, Pirelli UnipolSai and allied with the fund Investindustrial Andrea Bonomi. The cash offer values ​​the title RCS to 0.70 euro and is opposed to that of Urbano Cairo (EUR 0.52 per share at current values): the title of Via Solferino flies on the shields.

On the other hand , the initiative is unexpected because the ‘ May 11 last year, the managing director of Mediobanca, Alberto Nagel, had denied that there were, at least for the moment alternative all’offera public purchase and exchange Cairo: “Mediobanca – said the manager in conference call – he is not aware of and do not in any case is the promoter, then evaluate the only offer on the table now so attentive, but objective.” Today you find that Piazzetta Cuccia is also advisor of the operation.

FOLLOW THE QUOTATION OF RCS LIVE

Among the major shareholders of RCS, are set apart from Mediobanca with 9.9% (then filed down to 6.25%), Della Valle with 7.3%, with Schroders 5%, Unipol with 4.6%, Pirelli with 4.4% (available to deal with Cairo), and Intesa with around 4.2% (Banca Imi is for other financial transaction advisor with Equita, BonelliErede is legal advisor). The Fca group, as part of the merger of

its publishing activities with the Espresso Group (publisher of Republic ) announced the allocation pro rata to the shareholders of its holding of 16% in RCS. Urbano Cairo for its part owns 4.61% .

members RCS allies Bonomi (Diego della Valle, Mediobanca, UnipolSai and Pirelli) have committed themselves to its own shares, representing a total of 22.6% of the share capital of RCS in a newly incorporated company (Newco) will launch a voluntary takeover bid for the remaining 77.4% at a price of 0, 7 euro per share for a total amount of 282.7 million euro. The price, offered cash, includes a premium of 68.4% over the course of the stock exchange on April 7 last, the date prior to the announcement PAHO promoted from Cairo communication and 17% compared to the previous Friday 13 May . The new company created by Bonomi and its allies will be called International Acquisitions Holding and will be owned 55% by financier Milan and 45% equally owned by the former shareholders of RCS. To be successful, the takeover will have to reach, according to the statements of the applicants, 66.7% of the capital.

For its part, Urbano Cairo had adjusted his aim a few days ago, after having received the no of Diego Della Valle ( “are buyer and not the seller”) and Mediobanca (which before the words of Nagel told to “evaluate other opportunities”) public exchange offer to detect the RCS control , it announced that it settle for 35% of the capital, a sufficient share to guarantee him the fact of via Solferino control.

“If we thought this operation” of RCS – explained the entrepreneur during dell’asseblema of Cairo Communication, which approved the capital increase to service the OPS – “we believe that by working well and working as we have done in these 20 years, we can create value, not destroy wealth, as in RCS has been done in recent years. If anyone sees budgets and total losses of recent years has seen a figure of 1,300 million – he added – if he sees dividends from Cairo see that we have given to shareholders 261 million. ” In RCS “you can do well and I know how to do because they are publisher. RCS has never been managed by an editor.” “Until the other day, is not that there was all this interest rcs – continued – have discovered why I said that you could do something good.”

“Today there a person who does not know how it’s working and I’m happy, but in the last five years always lose, continue to improve and even now have losses, “he said recalling the loss of 22 million announced in the first quarter of socieà. “In 2012 they had 850 million of debt, including capital increase, conversion of savings into ordinary, have brought into the coffers 450 million. Then they sold the books, the headquarters in Via Solferino, radio, IGP Decaux, Dada, perhaps before Flammarion .. If one makes a rough estimate at least have grossed $ 350 million in sales. they should have a debt of 50 million instead will be 411 million. they should have burned case for 350 million, though this was in the plans, congratulations. “

on April 8, Urbano Cairo has launched a bid to become the owner of the publishing group of the Corriere della Sera from the current 4.7% position. The proposal, which is technically a “public exchange offer”, expected to receive 0.12 shares for each title Cairo Communication RCS delivered to the purchaser. The Ops will appeal to all the shares of RCS Mediagroup, quoted at the Milan Stock Exchange. In fact, every 8,333 RCS shares tendered, the members receive a Cairo Communication action.

Topics:

RCS

Cairo Communications

Mediobanca

Starring:

urban cairo

Andrea Bonomi