Acquisitions

Mondadori acquires 51% of Waimea, Benedetta Rossi's company

The transaction involves the initial acquisition by Mondadori of 51% of the share capital of Waimea, whose revenues and Ebitda 2023 amount to €4.5 million and €2.7 million respectively, on terms that reflect an enterprise value (for 100% of the company) on a cash&debt free basis of €13.5 million

Benedetta Rossi. (Agf)

2' min read

2' min read

The Mondadori Group has announced that, as a result of the acceptance of a binding offer, essential terms and conditions have been defined for the acquisition, by the subsidiary Mondadori Media, of 51% of the share capital of Waimea, the company that owns all intellectual property rights and economic exploitation of the image of Benedetta Rossi and Marco Gentili.

Waimea is 97.9% owned by Benedetta Rossi and Marco Gentili (individually and through the company Maui Media) and 2.10% on an equal basis by Emiliano Messeni and Marco Iacobellis.

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The transaction involves the initial acquisition by Mondadori of 51% of the share capital of Waimea, whose revenues and Ebitda 2023 amount to EUR 4.5 million and EUR 2.7 million respectively, on terms that reflect an enterprise value (for 100% of the company) on a cash & debt free basis of EUR 13.5 million.

As a result, the price, which will be paid entirely in cash at the closing, is €6.9 million. With this operation, the Mondadori Group intends to create, through the coordinated and synergic management of the activities linked to the Fatto in casa da Benedetta brand and GialloZafferano, the leading multimedia player in the food & cooking sector, both in digital and traditional media.

The terms of the Mondadori Group's transaction also envisage a variable component, to be defined on the basis of the results for the two-year period 2023-2024 and the financial year 2026, the valuation of which, also by virtue of a contractual 'cap' mechanism, is estimated at a total amount in any case not exceeding EUR 3.2 million.

Following the acquisition, the ownership structure of Waimea will see Mondadori Media with 51% and Benedetta Rossi and Marco Gentili (through Maui Media) with 49%.

The signed agreements also provide for put & call options on an additional 19% of Waimea's share capital, exercisable after the approval of the 2028 financial statements.

Perché Amadeus ha lasciato la Rai

The exercise of these options would allow Mondadori Media to increase its stake to 70% in the company, while keeping Benedetta Rossi and Marco Gentili as shareholders at 30%, consistent with the long-term strategic partnership nature of the operation.

Benedetta Rossi and Marco Gentili will remain directors with full autonomy in the management of activities. Advertising sales will continue to be managed by the advertising concessionaire Talks.

The definition of the executive acts of the offer and the closing of the transaction are expected by the end of the financial year 2024. "Given Mondadori's important digital experience in the food sector, when with Marco we took the decision to strengthen our structure in order to consolidate what has been achieved so far and lay the foundations for a further phase of development, it was natural to think of the Mondadori Group as the best industrial and strategic partner," said Benedetta Rossi.

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