The board of directors of RCS Mediagroup, convened urgently in extraordinary session in the morning for an initial examination of the exchange offer launched by Cairo Comunication, said in a note that the public offer "has not been agreed upon or previously communicated to the company". The Board also underlines that the valuation price of the RCS shares (0,51 euro) is lower than the average valuations of analysts, as well as the RCS-Cairo Communication price ratio in recent months.
"The average of the evaluations of the analysts who follow the company - underlines the press release - expressed an RCS target price of 8 euros on 0,81 April" and "the consideration offered is significantly at a discount compared to the averages of the RCS Mediagroup share compared to the average Cairo Communication stock over 3, 6, 12 months”.
The BoD also points out that the performance of the stock on the Stock Exchange was negatively influenced by the announcement of the distribution of the FCA stake to the shareholders of the latter as well as by the continuation of the negotiations underway with the lending banks.
Precisely on this last point, the Board also underlines that one of the conditions set by Cairo Communication (i.e. the request for standstill to banks on debt maturities) "affects the company's operations" and "could interfere with the ongoing negotiations" with the banks: therefore the board, in its preliminary analysis, believes that the nature of this condition must be clarified.
The definitive verdict of the Board of Directors on the Cairo proposal - according to what has been learned - can be pronounced after the exchange offer prospectus has been filed with Consob, which is expected by 28 April next.
In its examination of the proposal made by Urbano Cairo on RCS shares, the board of directors of the Milanese publishing group also observed that "the actual amount of the consideration offered is difficult to assess" also taking into account the fact that the newly issued shares of the exchange offer would represent approximately three times Cairo Communication's current free float.
As for the negotiations with the credit institutions for the restructuring of the RCS debt, the BoD observes that the company intends to continue the negotiations with the lending banks with the hopefully aim of completing them in a short time: the progress of the negotiations, we read in the note, "it is in the company's interest" and "the terms and conditions (...) proposed by the company are more favorable for the company itself than the conditions of the existing loan agreement".
"Cairo made an excellent impression on me, he is very determined and has clear ideas for implementing (RCS's) industrial plan". Thus the CEO of Intesa Sanpaolo, Carlo Messina, for whom the industrial solution of Cairo on RCS "may work. We are not publishers, but major creditors of RCS so we are interested in all industrial solutions that can work in the interests of shareholders”. However, "I have no preclusions to other solutions," added Messina.
“Cairo is not in debt and I consider its solution a good deal for RCS”, added Messina, who when asked if he is willing to consider other solutions for RCS, replied: “We are only serving Intesa's interests. If there are other interesting solutions from an industrial point of view that can improve the Cairo proposal, we are ready to evaluate them". Messina reiterated that “Cairo is a very smart person” and that “investments must be valued, it must be an industrial plan that creates value. Finally an entrepreneur in the sector and not a set of subjects unable to express an industrial plan".
