REWORLD MEDIA (EPA:ALREW) - REWORLD MEDIA : offer to acquire MONDADORI FRANCE
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18/02/2019 17:55
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PRESS RELEASE
February 18th 2019
REWORLD MEDIA announces offer to acquire MONDADORI FRANCE
Debt financing circa EUR100m
Attaining over EUR35m combined annual EBITDA
REWORLD MEDIA SA announces the signature today of a purchase offer made to the
company ARNOLDO MONDADORI EDITORE- SOCIETÀ PER AZIONI (The " Offer ") for the
100% shares acquisition of MONDADORI FRANCE SAS (The " Transaction "). The
discussions related to the Transaction were the subject of press releases dated
September 5th and September 27th, 2018.
REWORLD MEDIA, a pioneer in the digital media market, has an innovative and
proven know-how in the development and creation of value of media assets in
France. The group has demonstrated a tangible success in the strategy of
development for its 11 media brands and the growth of its digital audience,
which has led to four consecutive years of significant increase in
profitability.
The acquisition by REWORLD MEDIA of MONDADORI FRANCE would give birth to one of
the biggest European media companies with over 50 media brands covering
flagship themes (women, auto/sport, decoration, nature, science/leisure,
infotainment) distributed through magazines and digital media, with over 1,100
employees in 11 countries and a turnover close to EUR500m.
REWORLD MEDIA, whose annual results will be published on March 19th, estimates
EBITDA(1) of around EUR11M for its fiscal year 2018, a profit increase of more
than 45% compared to the previous year. Furthermore, it should furthermore be
noted that MONDADORI published a EUR26m EBITDA(2) in 2017 for its French
subsidiary. On these numbers, the new group would generate a combined annual
EBITDA(3) of over EUR35m.
The new group would combine complementary skills that would significantly
enhance its growth potential in a rapidly changing media market. REWORLD MEDIA
would bring its know-how in digitization, new revenue generation and the
development of new audiences replicating the successful strategy achieved over
the past few years. MONDADORI FRANCE would bring the power of its media brands
as well as its strong expertise in magazines.
(1) Operating income plus depreciation and amortization expenses
(2) EBITDA BNRI to IFRS
(3) Combined EBITDA is based on data communicated by the two groups = EBITDA
Reworld Media estimated for 2018 + EBITDA Mondadori France reported for 2017
Terms of the Offer
Under the terms of the Offer, the Transaction would take the form of a transfer
to REWORLD MEDIA of 100% of the shares and voting rights of MONDADORI FRANCE
SAS including:
- 85.7% of the shares and voting rights would be made through a share purchase
at the price of EUR60m subject to price adjustments based on the financial
position at the closing, including EUR10m in vendor credit, and
- 14.3% of the shares and voting rights would be made through a contribution in
kind of MONDADORI FRANCE SAS' shares to REWORLD MEDIA for a value of EUR10m
(the "Contribution"), paid in REWORLD MEDIA SA shares as part of a planned
capital increase.
- Regarding this capital increase, each new share tendered as contribution
would be valued at the issue price of the capital increase equal to 112.5% of
the average closing share price of the last 20 trading days of the REWORLD
MEDIA SA share on the Euronext Paris Growth market preceding the fixing of
the subscription price of the capital increase by the Board of Directors, on
the day of the signature of the draft agreement to acquire MONDADORI FRANCE
SAS, with constraints that this price cannot be lower than EUR2.2 per share
and cannot be higher than EUR2.9 per share. Shareholders representing to date
between 45% and 49% of the voting rights have individually committed to vote
in favour of this Contribution. REWORLD MEDIA would benefit, with a right of
substitution, of a call option on the shares issued as result.
Consequently, the total valuation of MONDADORI FRANCE SAS for 100% of the
capital and voting rights of MONDADORI FRANCE SAS would be equal to EUR70m
(debt free/cash free) and without taking into account a possible earn out of
EUR5m.
Financing of REWORLD MEDIA
In relation to this Transaction, REWORLD MEDIA plans financing in the form of a
non-convertible debt for a total amount of EUR93.3m (the "Debt Financing")
including EUR30m unlockable within the next 3 years and a part dedicated to
partly refinance the current debt of the group. The Debt Financing is
underwritten by banks and private lenders over a period of 5 to 7 years
repayable at term.
In addition, REWORLD MEDIA SA plans to carry out one or more capital increases
of at least EUR3m(4), in which the management and IDINVEST (reference financial
shareholder) would undertake to participate for EUR3m (including EUR2m by
IDINVEST).
The subscription price of each new share would be equal to 112.5% of the
average closing price of the last twenty trading days of the REWORLD MEDIA
share on the Euronext Growth Paris market preceding the fixing of the
subscription price by the Board of Directors on the day of the signature of the
acquisition agreement of MONDADORI FRANCE SAS, considering that this price may
not be lower than EUR2.2 per share and may not be higher than EUR2.9 per share.
(4) In accordance with the provisions of Article L. 411-2 of the French
monetary and financial code and of the Article 211-2 of the Autorité des
Marchés Financiers ("AMF") General Regulations, this transaction wil not lead
to a Prospectus endorsed by the AMF, the total amount of the Offer being
inferior to 8 000 000 EUR (calculated on a 12 months period).
Calendar
In the event that ARNOLDO MONDADORI EDITORE-SOCIETÀ PER AZIONI exercises the
purchase options, the parties will negotiate and execute a purchase agreement
subject to Conditions Precedent.
The employee representative bodies within MONDADORI FRANCE SAS will be first
informed and consulted on the considered Transaction.
Conditions Precedent attached to the Offer
The completion of the Transaction would be subject to the following conditions
precedent (the " Conditions Precedent "):
- authorization issued by the Autorité de la Concurrence;
- approval of the Contribution by REWORLD MEDIA shareholders;
- REWORLD MEDIA obtaining the Debt Financing
Participants in the transaction :
Rothschild & Co (Irving Bellotti - Pierre Henri Chappaz) is Reworld Media's
advisor on this transaction. The transaction would be financed by BNP Paribas
as mandated arranger coordinator and agent (Xavier de Lestrange - Sinda Kaak
Nicaud) and Société Générale (Nathalie Gabriel - Benoît Douard - Patrick
Evin) as mandated arranger ; the funding round being completed by other banks
of which LCL, CIC and Intesa San Paolo.
About Reworld Media :
REWORLD MEDIA is an international digital group with a network of eleven
proprietary media brands powerful within their B2C segments (marie france, Be,
Le Journal de la Maison, Maison & Travaux, Gourmand, Auto Moto, Télé
Magazine...) and an international media network with over 180,000 partner
sites. The group is unique in its ability to offer international advertisers a
global offer combining "Media Branding" (access to all formats: digital, print,
event ...) and "Media Performance" (performance campaigns). The group reported
a consolidated turnover of EUR186m at the end of december 2017, is present in
11 countries and has 489 employees.
Euronext Growth Paris - ALREW - www.reworldmedia.com
Media contacts - PCE
Ségolène de St Martin, 33-(0)6 16 40 90 73,
sdestmartin@p-c-e.fr
Paul-Marie Grosse, 33-(0)6 59 97 16 48,
pmgrosse@p-c-e.fr
Investor relations :
investisseurs@reworldmedia.com
Inbound Capital :
Frédéric Portier, fportier@inbound.capital
David Chermont, dchermont@inbound.capital