MILAN – The bid by Andrea Bonomi and the four historic shareholders of RCS will start on June 20, a week after the Cairo Ops (Monday June 13), ending unless extended on July 15 (July 8 to Cairo). The offer document of the International Media Holding on RCS today received the green light to Consob and tomorrow it is expected the publication. Sull’Ops Cairo has meanwhile expressed the Corriere della Sera unanimously rejecting the operation: the operation was rated “not positive” and the consideration offered is not “reasonable” for shareholders, he said. They were absent from the examination of the offer, as announced, is the president Maurizio Costa and is the adviser expression of Cairo Stefano Simontacchi. Instead, they have participated in all the other directors, sharing the findings of the board, including two directors designated by Dario Frigerio and Paul Colonna funds. The Board has drawn its own conclusions after examining the expert’s assessment independent Roberto Testa, and those of Citi, UniCredit and the independent directors. The share price three evaluations were examined: between 0.80 and 1.13 for the independent expert on the basis of cash flow (dcf method), between 0.93 and 1.31 and between 0.86 and for Citi 1.26 for Unicredit. The proposed share exchange from Cairo is assessing the RCS less than the arithmetic mean of these evaluations. The board Rizzoli RCS then reported not to be able to give an assessment of Cairo on the basis of expected cash flows, as they lack indications by the company on its future goals. The evaluation while considering the stock market prices was affected, according to the Cda Rcs, reduced by the Cairo stock trading volumes, its floating little while on the RCS also weighed the expected sale of the shares Fca. For the board Ops, then, “does not recognize a control premium” to the RCS members. Moving into the merits of the offer document of Cairo, for Cda Rcs “there are elements of discontinuity compared to the business plan “already prepared. The goal of savings to 140 million within three years comes actually to 2019, on a cost base in 2015 wider, because on the Cairo Communication Group post-offer. According RCS, then, “the additional benefit” expected from Cairo is only about 25 million, without being so “significantly superior” to RCS plans. As the opportunities for growth are the same as the RCS business plan, while Cairo does not mention “of the potential synergies that can be activated between the Italian and the Spanish business of RCS Group”. The board RCS then reported as Cairo has not given details on future investments planned for RCS, assuming possible disposals without giving details. The Board flag as Cairo does not exclude an increase of RCS’s capital but not clarify in that case what would be the commitment of Cairo in the operation (public tender offer Bonomi assumed an increase of 150 million).
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