Italy's Mediaset proposes dual share structure in M&A push

MILAN (Reuters) -Italy’s Mediaset plans to adopt a dual class share structure as the broadcaster controlled by the family of former Prime Minister Silvio Berlusconi strives for cross-border tie-ups.

FILE PHOTO: The Mediaset logo is seen in the headquarters ahead of the commercial broadcaster’s annual general meeting in Cologno Monzese, near Milan, Italy, June 22, 2021. REUTERS/Flavio Lo Scalzo/File Photo

The decision comes after Mediaset last month moved its legal base to the Netherlands, a country that provides a neutral base to pursue alliances with other European broadcasters to tackle competition from online giants and streaming services.

“The introduction of the proposed dual class share structure is a fundamental step to pursue the creation of a pan-European group in the entertainment and content sector,” Mediaset said in a statement.

It added that the new structure would provide “greater flexibility for financing possible future M&A transactions”.

Such structures allow certain shareholders to wield more power relative to the size of their stake and structure M&A deals without losing control.

The TV group said its capital would be made up of both A and B ordinary shares with all existing stock to be converted into ordinary B shares.

Mediaset will use its reserves to finance the issuance of the new A shares and a slight increase in the nominal value of its shares as they become B shares.

Each B share will be worth 10 times as much as an A share in nominal terms, with a 10 to one ratio also for voting rights.

Both classes of shares, however, will have the same economic rights, also in terms of dividend payment, the statement added.

In the event of a buyout offer holders of the two types of shares will also have to be treated in the same way.

Mediaset’s board approved a proposal to change the company’s name into MFE-MEDIAFOREUROPE, with its registered office in the Netherlands.

Mediaset shareholders will vote on the board’s proposals on Nov. 25.

Chief Financial Officer Marco Giordani last month said the European media market was headed for consolidation and Mediaset could play either a passive or an active role in the process.

He gave no details about potential targets, but ruled out a move to consolidate Mediaset’s listed Spanish business in the short term.

Mediaset is also a large minority investor in Germany’s ProSiebenSat.1 Media.

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