Rai Way: exchange and service contract expiry dates – the key issues on the table with Ei Towers - FOCUS
Mediaset has made the new exclusive deal subject to certain conditions
The review of the mechanism for determining the share exchange ratio for the merger between Rai Way and Ei Towers, and the extension of both service contracts (Rai’s and Mediaset’s) are among the key issues to be resolved over the next 15 days of negotiations between Rai and the two partners of the Milan-based tower group, F2i and MediaForEurope. According to Radiocor, the third extension of the memorandum for exclusive negotiations came after an overnight standoff in which MFE made the extension of the exclusivity until 30 June conditional on the acceptance of a handful of points for discussion. The main issue is that of the share swap, specifically the value attributed to the assets and its implications for shareholdings and potential dividends: the disagreement concerns valuations relating to Ei Towers’ cash flows and the valuation of certain items in its business plan. Another condition is the alignment of the respective service contracts with Mediaset until 2037; Mediaset has already agreed to extend its existing contract for the management of its multiplexes by five years, whilst Rai has a contract running until 2028, extendable for a further seven years.
The points already agreed upon regarding the shareholding structure appear to be confirmed at present: Rai (currently holding 65% of Rai Way) will hold the controlling stake; F2i and Mfe (holding 60% and 40% of Ei Towers respectively) will hold minority stakes subject to lock-up periods (meaning an obligation to retain their holdings for a certain period) with progressive expiry dates; Rai will appoint the CEO of the new tower complex to transmit the television signal.
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