RaiWay-Ei Towers: the merger of the TV towers has been called off yet again

The accounts circulating in the market, as is often the case in ‘divorces’ where no marriage ever took place, paint a contrasting picture. According to some accounts, Rai viewed the conditions set by Mfe as ultimatums – non-negotiable and therefore unacceptable – and likely intended to create value solely at the expense of RaiWay’s shareholders. In this interpretation, Cologno Monzese is said to have raised the bar to such an extent as to make the deal unfeasible, whilst F2i is credited with adopting a different approach.

On the other hand, market rumours paint a completely different picture, with F2i and Mfe making a final attempt to reach a compromise. As reported by Radiocor this evening, a last-minute proposal was also reportedly being considered. According to Il Sole 24 Ore, that proposal would have involved accepting the extension of Mfe’s contract with the new company until 2047, accompanied, however, by a request for an extraordinary dividend of around 300 million for Ei Towers shareholders to rebalance the share swap. Ultimately, in addition to the 50.1 per cent of Rai’s voting rights (44 per cent of shares), Mfe and F2i would have retained 14 per cent and 20 per cent respectively.

The memorandum had been signed on 19 December 2024, in line with the Prime Ministerial Decree that opened up the possibility for Rai to reduce its stake in RaiWay, though not below 30 per cent, whilst retaining public control. It had been extended several times, until yesterday’s final deadline, 30 June. The government had continued to believe in the deal. But the business case was not enough to resolve a situation that intertwines public service, commercial television, asset value and power dynamics.

Now, unless there is a sudden reversal – which can never be entirely ruled out in such cases – the matter will inevitably have to take a different course. Rai will have to decide whether to genuinely reopen the process regarding the sale of approximately 15 per cent of RaiWay. This solution has already been considered by the public broadcaster’s senior management – both in this board term and in the previous one, which gave the go-ahead – but its actual implementation remains to be seen.

For the Mediaset group, the failure to reach an agreement leaves Ei Towers in limbo: it remains an important asset, but is no longer central to the Europe-wide industrial development strategy being pursued by the company led by Pier Silvio Berlusconi. For F2i, the challenge is to realise the value of an investment launched in 2018. Everyone stood to gain something. But there was not enough mutual benefit – or trust – to seal the deal. So the merger that was never meant to be will not go ahead. Yet again.