Wednesday, March 29, 2023

Garrigues, Pérez-llorca advise on Mediaset España cross-border merger into MFE

Garrigues has advised Mediaset España on its merger by absortion into MFE-Media For Europe, represented by Pérez-Llorca, completing its Dutch move


The Extraordinary General Shareholders’ Meeting of MFE-MediaForEurope, which took place in Amsterdam on March 15, approved the proposal to enter into a cross-border merger by absorption of Mediaset España Comunicación, S.A. (MES) as absorbed company with and into MFE as absorbing pursuant to the terms and conditions of the common crossborder merger plan prepared and signed on 30 January 2023 by the members of the Boards of Directors of both companies involved in the merger. The Boards of Directors of both companies had already approved the cross-border merger plan on January 2023.

“The merger approved today, despite recent difficulties posed by the pandemic and the
economic crisis generated by the conflict in Ukraine, is a step towards the construction of a
European television hub capable of facing international competition with adequate scale and economic solidity. On completion of the merger, MFE-MEDIAFOREUROPE will have total control of the company’s Spanish and Italian operations, as well as being the main shareholder of the German listed broadcaster ProSieben-Sat1. This is further confirmation of the project for the progressive multi-country consolidation. A new group of national TV companies focused on the production of local content that will also be able to build a large-scale technological and commercial platform at European level,” said Pier Silvio Berlusconi, CEO of MFE.

The president of Mediaset España, Borja Prado, explained during his speech to the shareholders that this international operation has been devised in response to the “excessive maturity” of the national television groups, which had caused them to lose competitiveness against the large pan-European and American audiovisual companies, “with a global reach”.

MFE had entered into, as purchaser, five separate share purchase agreements with
some Mediaset España shareholders, as sellers, one of them with Vivendi, and the sellers indicated to MFE that they do not oppose to the merger and decided to divest their shareholding in MES.

Garrigues advised Mediaset España with a team made up of executive president and managing partner Fernando Vives, together with partner Álvaro López-Jorrín and principal associate María Caño.

From left to right: Pedro Pérez-Llorca, Javier Carvajal, Pedro Fernández and Javier Gómez

Pérez-Llorca advised MFE with a team formed by senior partner Pedro Pérez-Llorca, Corporate partners Javier Carvajal, Pedro Fernández and Javier Gómez, together with Corporate lawyers Gabriel Borgogno and Mikel Ataun.

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