- Disclosure of merger of Banzai Media S.r.l. into Arnoldo Mondadori Editore S.p.A.
Today, 29 September 2016, the Board of Directors of Arnoldo Mondadori Editore S.p.A. (“AME” or the “Merging company“) and its subsidiary Banzai Media S.r.l. (“BM” or the ‘”Merged company“) approved the merger by incorporation of BM into AME (the “Merger Plan” and the “Merger“).
The Merger Plan was filed today with the Register of Companies of Milan, pursuant to Article 2501-ter, paragraph 3 of the Italian Civil Code.
The Merger falls within the scope of a larger industrial operation, aimed at simplifying and streamlining the corporate structure of the Gruppo Mondadori, reducing management costs and implementing synergies through the integration of the activities of the Digital Area, headed by the subsidiaries BM, Bobo Software S.r.l. (“BS“), MyTrainerCommunity S.r.l. (“MTC“) and Banzai Direct S.r.l. (“BD“), and of the Periodicals Area of AME.
After the Merger, it will be possible to create a range of completely unified offers, able to position themselves as leaders, both towards advertising investors and customers with an improved time to market, by sharing all mutual assets and know-how, as well as implementing all cost-side synergies, taking advantage of faster and more effective management processes. The value and assets of BM and its main brands (Giallozafferano, Studenti.it, Pianeta Donna) will remain central.
Please note that:
(i) as of today, AME holds the entire share capital of Banzai Media Holding S.r.l. (“BMH“), the latter holds the entire share capital of BM, which in turn owns the entire share capital of BS, MTC and BD;
(ii) on September 5th 2016, the Boards of Directors of BMH, BM, BS, BD and MTC approved the proposed merger of BMH into BM and the contextual merger of BS, MTC and BD into BM (the “Banzai Merger“);
(iii) on September 13th 2016, the Shareholders’ Meetings of BMH, BM, BS, MTC and BD approved the Banzai Merger and their relative deliberations were entered in the Register of Companies of Milan on September 14th 2016 for those of BMH, BM, BD, MTC, and on September 15th 2016, for that of BS.
Given that, as indicated above, as of today’s date, AME owns the entire share capital of BM indirectly through BMX, the implementation of the Merger is subject to the condition that AME is to directly hold the entire share capital of BM at the outcome of the Banzai Merger, which – in the absence of opposition of creditors pursuant to Articles 2503 and 2505-quarter of the Civil Code – is expected to be implemented by October 31st 2016.
Since this is the incorporation of a wholly-owned subsidiary pursuant to Article 2505 of the Civil Code, the decision regarding the Merger will be adopted (i) by AME, by its Board of Directors, pursuant to Article 2505, paragraph 2 of the Civil Code and Article 23 of its Articles of Association and (ii) by BM, by its Shareholder Meeting.
Also, in accordance with Article 84 of the Consob Regulation No. 11971/1999 (the “Issuers Regulation“), we inform you that there remains the possibility, pursuant to Article 2505, paragraph 3 of the Civil Code, for AME members representing at least 5% of the share capital, to request that the decision on the Merger be approved by an Extraordinary Shareholders Meeting in accordance with Article 2502, paragraph 1 of the Civil Code. Those members wishing to avail themselves of this option, shall direct, within 8 (eight) days after the filing of the Merger Plan with the Register of Companies in Milan, by registered mail with acknowledgement of receipt, an appropriate application to Arnoldo Mondadori Editore S.p.A., via Bianca di Savoia 12 – Milan, Legal and Corporate Affairs Department, accompanied by certification proving the ownership of the shares pursuant to Article 25 of the Joint Bank of Italy/Consob Regulation adopted by the Provision of 22 February 2008, previously sending the documentation by fax to No. 0275422537.
Pursuant to and for the purposes of Article 2505 of the Civil Code, please note that the companies participating in the Merger are exempted:
(i) from the indication in the Merger Plan (a) of the share exchange ratio, (b) of the mode of assignment of the shares of the Merging company and (c) of the date of profit sharing;
(ii) from the preparation (a) of the report of the Board of Directors regarding the Merger Plan and the exchange ratio (Article 2501 quinquies of the Civil Code) and (b) of the report of the experts (Article 2501 sexies of the Civil Code).
It should be noted that today there are made available to the public, at the headquarters of each of the companies participating in the Merger, on the website of AME www.mondadori.it (section Governance) and on the authorized storage mechanism 1info at the web address www.1info.it, in the manner prescribed by the regulations in force, the following documents:
(i) the Merger Plan, with the attached Articles of Association of AME, which will not undergo any change after the outcome of the Merger;
(ii) the interim financial statements of AME to 30 June 2016 – which, pursuant to Article 2501-quater, paragraph 2, Civil Code, replaces its final financial position– and the final financial position of BM to 30 June 2016.
At the headquarters of each company involved in the Merger and on the website of AME www.mondadori.it (section Governance) there are also deposited the financial statements of the last three financial years of AME and BM, with the reports of the persons responsible for administration and auditing.
It should also be remembered that, on November 13th 2012, AME’s Board of Directors voted to make use of, among other things, the derogation provided for in Article 70, paragraph 8, of the Issuers Regulations (the so-called opt-out procedure) and, therefore, will not provide nor make available to the public any information document relating to the Merger.
As required by Consob Regulation for related party transactions approved by resolution No. 17221 of March 12th 2010 and subsequent amendments and by the Procedures for Transactions with Related Parties of AME (the “Procedures“), with reference to the Merger the application of the safeguards therein are not required, since the operation is performed with a subsidiary and there are no interests, qualified as significant based on the criteria defined by the procedures, of other related parties of AME.
Reported below are the main features of the Merger Plan.
Since this involves the incorporation of a wholly-owned subsidiary in accordance with Article 2505 of the Civil Code, the Merger does not result in the determination of any share exchange ratio. Consequently, AME will not proceed with a capital increase and the issue of new shares to be assigned in exchange for the shares of BM, which as a result of the Merger will be annulled, without replacement.
BM’s operations will be imputed to the budget of AME, also for tax purposes, with effect from January 1st 2017. The effects of the Merger shall be effective from the date indicated in the act of Merger, which may be subsequent to the date of the last registration of the act of Merger in the Register of Companies prescribed by Article 2504 of the Civil Code.
There are no special categories of members, nor holders of securities other than shares, and there are no treatments reserved to special categories of members or holders of securities other than shares, nor benefits or advantages for administrators of the companies participating in the Merger.
The Merger does not give rise to any of the circumstances under which the current law gives the right of withdrawal.
It is expected that the Merger may be implemented by January 15th 2017.