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Impresa — M&A Activity 2026
Feb 24, 2026
1934_rns_2026-02-24_680586aa-b8c6-48f9-bde0-f832e280273e.pdf
M&A Activity
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IMPRESA - Sociedade Gestora de Participações Sociais, S.A.
Share Capital: 84,000,000 Euros Registered office: Rua Calvet de Magalhães, nº 242, 2770-022 Paço de Arcos Registered with the Commercial Registry Office of Lisbon Unique registration and legal person number: 502 437 464
IMPRESA INFORMS ABOUT AMENDMENT TO STRATEGIC PARTNERSHIP AND INVESTMENT AGREEMENT
Following the press releases of 26 November 2025, 29 December 2025, 31 December 2025, and 9 January 2026, IMPRESA - Sociedade Gestora de Participações Sociais, S.A. ("Impresa" or the "Company") hereby informs that it executed a new amendment to the investment agreement dated 26 November 2025, entered into between Impresa, MFE - MediaForEurope N.V. ("MFE") and Impreger - Sociedade Gestora de Participações Sociais, S.A., the majority shareholder of Impresa (together the "Parties") (the "Investment Agreement") (the "Amendment"), setting 11 March 2026 as the Extended Long Stop Date for fulfilment of the missing Condition Precedent, considering that:
- As it was already informed to the market yesterday, it was approved by an Extraordinary Meeting of the bondholders of SIC - SOCIEDADE INDEPENDENTE DE COMUNICAÇÃO, S.A. an amendment to the terms and conditions of the bonds representing the bond loan called "SIC Bonds 2024-2028" with ISIN code PTSINCOM0001, by which no early repayment enforceable will result of the transaction with MFE.
- As is clear from the previous press releases referred to above, the full effect of the Investment Agreement, i.e. implementation of the capital increase to be subscribed by MFE and the conclusion of the shareholders' agreement, remains subject to the fulfillment of a condition precedent: the confirmation by the Portuguese Securities Market Commission (CMVM) that the Investment Agreement and the acts contemplated thereunder do not impose on MFE the obligation to launch a takeover bid for all shares and other securities issued by Impresa that confer the right to subscribe or acquire them.
- An Extraordinary General Meeting of Impresa's shareholders has been convened for 10 March 2026 to, inter alia: (a) resolve on the appointment of three new members of the Board of Directors of Impresa indicated by MFE, subject to satisfaction of the Condition Precedent set out in clause 4.1.2 of the Investment Agreement by the GM Date; and (b) resolve, on a precautionary basis, the reiteration, including the renewal with retroactive effects, of the resolutions approved at the Extraordinary General Meeting of Impresa held on 29 December 2025, which approved (i) the conversion of the Company's shares into no nominal value shares, (ii) the authorisation to the Board of Directors to implement the Capital Increase, (iii) the suppression of the shareholders' pre-emptive rights in relation to the Capital Increase, and (iv) the relevant amendment of the articles of association of Impresa arising from the approval of items (i) and/or (ii).
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The Company will keep the market informed of subsequent relevant developments, namely the fulfilment of the above condition precedent and the vote at the Extraordinary Shareholders' Meeting, in strict compliance with applicable legal and regulatory obligations.
Paço de Arcos, 24 February 2026
Impresa - Sociedade Gestora de Participações Sociais, S.A.