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Mediaset-Vivendi form an alliance to develop new projects at an international level. The agreement will be strengthened by a mutual exchange of shares

MEDIASET-VIVENDI FORM AN ALLIANCE
TO DEVELOP NEW PROJECTS AT AN INTERNATIONAL LEVEL 

THE AGREEMENT WILL BE STRENGTHENED BY A MUTUAL EXCHANGE OF SHARES

Mediaset and Vivendi signed an agreement today formalising a strategic alliance between the two European groups. The agreement is aimed at combining the two companies' national leadership to pursue development opportunities within the new global scenario of the media sector. The agreement will foster the creation and distribution of new international contents by leveraging on the production strengths and cultural affinities of Italy, Spain and France.

The partnership between the two European groups will be rooted primarily in an even exchange of 3.5% of the equity of the parent companies supporting a fully shared vision of capturing new opportunities across the international competitive landscape: a rapidly evolving scenario characterised by increasingly global video contents, the emergence of International OTT players and the increasingly transnational structure of pay TV players.
Underpinning the shareholder agreement, this European alliance between Mediaset and Vivendi involves three highly innovative projects that are meant to play an important role in the media sector.

1) A new European major player for content creation. In the new competitive environment, Mediaset and Vivendi, already champions in their respective domestic countries, will develop a content production project on an international scale. The content will be designed and produced by a new structure adopting standards and language aligned with the global market and enhanced by distribution through the television networks of the two groups in Italy, France and Spain.

2) The first pan-European on-demand streaming content platform. The online properties of the two groups in Italy, France, Spain and Germany are intended to converge into a single project able to ensure robust technological development, increasingly evolved customer experience and a wider offer of premium films and TV series. Thanks to the strength of the union of the two groups, the aim of the new platform will also be to distribute dedicated original productions. The new project also forecasts expansion in countries where the two companies are not currently present.

3) The inclusion of Mediaset Premium in a large international pay TV network. Mediaset Premium will become part of the Vivendi Group, enriching a vast global pay TV network that is already established in France, Poland, Africa, Central America and the Far East with its strategic presence in the Italian market. Simultaneously Mediaset will continue to strengthen its activities as a broadcaster of TV channels and on demand content for Premium across all platforms.
The Mediaset Group is greatly satisfied with the value created by Premium thanks to the commitment and challenges effectively faced over the years. Today Premium is a well-positioned competitive asset that has attracted investment in Italy by one of the world?s leading pay TV operators.

The following are the economic-financial highlights of the deal.

  • Mediaset will transfer to Vivendi existing treasury Mediaset shares, corresponding to 3.50% of the company's share capital. In exchange, Mediaset will receive a number of existing or newly issued Vivendi shares, equal to 0.54% of Vivendi's share capital;


At the same time

  • RTI will transfer to Vivendi 100% of the share capital of Mediaset Premium and, in exchange, RTI will receive a number of existing or newly issued Vivendi shares, equal to 2.96% of Vivendi's share capital.

 
As a result, upon completion of the transactions described above:

  • Mediaset and RTI will own overall 3.5% of the share capital of Vivendi.
  • Vivendi will own 100% of Mediaset Premium and 3.5% of the share capital of Mediaset;


Mediaset currently owns, through RTI, 88.889% of the share capital of Mediaset Premium, while the remaining 11.111% is owned by Telefonica. Consequently the sale of the Telefonica stake will have to respect the rights foreseen in the Mediaset Premium's shareholders agreement.

In line with standard practice, the agreement also includes (i) adjustment clauses for the number of Vivendi and Mediaset shares involved in the exchange if any extraordinary operations are concluded in the period between the date of the signing of the agreement and the date of closing, expected by 30 September 2016, (ii) resolution and/or indemnity clauses in the case of any potential inaccuracies in the representations and warranties included in the agreement. The agreement is, in any case, subject to the necessary authorisations by the relevant authorities.

At the date of Closing,

  • Vivendi, Mediaset and RTI also provide a commitment of mutual three-year lock-up of both Mediaset and Vivendi shares covered by the Agreement.
  • Vivendi and Fininvest will sign a stability pact regarding the acquisition of Mediaset shares by Vivendi and Fininvest. Purchases that must be conducted in compliance with currently existing provisions, in particular concerning public offerings. In particular, Vivendi will not buy, either directly or indirectly, shares in Mediaset in the first year after the closing date.  In the second and third year after the closing date, Vivendi will not be permitted, either directly or indirectly, to purchase shares in Mediaset that would lead to the ownership of a stake totalling more than 5% of the share capital of Mediaset. Notwithstanding the above limits for Vivendi, Fininvest shall be free to purchase, either directly or indirectly, shares in Mediaset in line with applicable regulation on mandatory takeover bids.

Cologno Monzese, April 8, 2016

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