Mediobanca — M&A Activity 2016

Jul 18, 2016

Informazione Regolamentata n. 0187-110-2016		Data/Ora Ricezione 18 Luglio 2016 07:48:44	MTA
Societa'	:	MEDIOBANCA
Identificativo Informazione Regolamentata	:	77082
Nome utilizzatore	:	MEDIOBANCAN05 - Pigozzi
Tipologia	:	IROP 07
Data/Ora Ricezione	:	18 Luglio 2016 07:48:44
Data/Ora Inizio Diffusione presunta	:	18 Luglio 2016 08:03:45
Oggetto	:	Voluntary tender offer launched by IMH on RCS shares: press release
Testo del comunicato

Vedi allegato.

PRESS RELEASE

Voluntary tender offer launched by International Media Holding S.p.A. on up to 403,937,789 ordinary shares of RCS MediaGroup S.p.A.

Milan, 18 July 2016 – With reference to the voluntary tender offer on maximum 403,937,789 ordinary shares of RCS MediaGroup S.p.A. ("RCS"), launched by International Media Holding S.p.A. (respectively, the "IMH Offer" and "IMH"), on the basis of the provisional results available to IMH, IMH informs that, during the acceptance period of the IMH Offer (from 20 June 2016 to 15 July 2016, both included) overall no. 67,482,270 RCS ordinary shares, equal to 12.9% of RCS share capital and to 16.7% of RCS shares target of the IMH Offer, result to have been tendered to the IMH Offer, for an overall amount equal to Euro 67,482,270.00.

Considering (i) the RCS shares tendered to the IMH Offer, on the basis of the provisional results indicated above; and (ii) the no. 117,927,168 shares, equal to 22.60% of RCS share capital already held by the Existing Shareholders (as defined in the Offer Document), as well as (iii) the no. 11,340,000 RCS shares, equal to 2.17% of RCS share capital and to 2.81% of RCS shares target of the IMH Offer, acquired by IMH on 13 July 2016 for a price per share equal to Euro 0.9892, the RCS shareholding attributable to the IMH Offer is equal to overall no. 196,749,438 RCS ordinary shares, corresponding to 37.7% of RCS share capital.

In light of the provisional results of the IMH Offer, the Minimum Threshold Condition (as defined in the Offer Document), has not been satisfied and IMH informs that it does not waive such condition and therefore the IMH Offer has to be considered ineffective. The RCS shares tendered to the IMH Offer will therefore be returned to the availability of the respective shareholders, with no charge of costs or expenses on them, within today 18 July 2016.

Pursuant to article 44(7) of the Issuers Regulation, the RCS shareholders that have tendered to the IMH Offer will be able to tender to the Cairo Offer in the five stock market trading days following the publication of the definitive results of the Cairo Offer.

This press release is also available on Mediobanca's website at www.mediobanca.com.

The Italian official version of this press release prevails on this English courtesy translation.