Mediaset turns around on the increased vote but raises on relocation of the headquarters to the Netherlands, project canceled a year ago along with the operation MediaForEurope. On the first point, the board of directors, “in order to avoid further disputes and hopefully re-establish a constructive dialogue with all shareholders”, unanimously resolved to call the extraordinary shareholders’ meeting for May 27, 2021 by resolution on the abrogation of article 7 of the articles of association which provides for the increased vote.
In addition, the board has unanimously resolved to submit to shareholders “the proposal of transfer the company’s registered office to Amsterdam, The Netherlands, to be realized through the adoption by the company of the legal form of a limited company governed by Dutch law, and the adoption of a new statute conforming to Dutch law. “The assembly on this point will be on 23 June next. The shares will remain listed on Piazza Affari and “the effective seat and tax residence of the company will also remain in Italy“.
Mediaset shareholders who do not vote in favor of the transfer will be entitled to exercise, if the relative resolution is approved, the right of withdrawal pursuant to the law. “The price due to the shareholders who will exercise the right is 2.181 euros per share“.
The effectiveness of the exercise of the right of withdrawal – reads the note – is conditional on the completion of the transfer, in turn subject to the occurrence of certain conditions precedent, including that relating to the amount to be paid by Mediaset to the shareholders who have exercised the right of withdrawal, “which must not exceed 120 million euros”.
The move to the Netherlands is dictated by the desire to “access an ecosystem that will generate benefits” for shareholders, Mediaset underlines: “Facilitate a more realistic appreciation of the company by the stock market“; “strengthen Mediaset’s ability to raise capital and financial resources necessary to support the development of new business projects and for facilitate integration operations with new partners“;” have a legal system known and appreciated by market operators and international investors capable of enhancing the pan-European dimension of the business; “to ensure wide protections to investors, guaranteeing a high degree of legal certainty and contractual / commercial relations and, consequently, of the feasibility of the internationalization project”.
Meanwhile, the Biscione approved the 2020 accounts which closed with 139.3 million euros in profits, down compared to 190.3 million in 2019, on revenues that fell by about 10% to 2.36 billion euros.