Groupe TF1 and Groupe M6 enter into exclusive negotiations to
provide a French response to the challenges from global platforms
GROUPE TF1 AND GROUPE M6 ENTER INTO
EXCLUSIVE NEGOTIATIONS TO PROVIDE A FRENCH RESPONSE TO THE
CHALLENGES FROM GLOBAL PLATFORMS
- Proposed merger between Groupe TF1 and Groupe M6 to
create the French media group with the broadest TV, radio, digital,
content production and technology offering to the benefit of all
viewers and the French audiovisual industry.
- Acceleration of the development of a French streaming
champion combining a catch-up and live streaming
offer (based on MyTF1 & 6play) and a SVOD
service.
- Building upon the know-how and complementarity of the
two groups – with strong commitment to creativity, diversity and
pluralism of opinion, promoting French and
European culture.
- Consolidated 2020 Pro Forma financials of the merged
company: €3.4bn revenues and Current operating profit of
€461M1.
- Value creation for all shareholders of both groups
through annual synergies (EBITA impact) estimated at €250M to
€350M, within three years after completion of the transaction. The
combined group will aim to distribute 90 per cent of its free cash
flow in dividends.
- Long-term support from Groupe Bouygues and RTL Group,
holding respectively 30% and 16% of the new group, following the
acquisition of an 11% stake by Groupe Bouygues from RTL Group, for
a consideration of €641M. Groupe Bouygues would have exclusive
control over the merged company, acting in concert with RTL Group
as a strategic shareholder.
- Transaction terms: special cash dividend payment of
€1.50 per share to Groupe M6 shareholders; overall economic
exchange ratio of 2.10 Groupe TF1 shares for 1 Groupe M6
share2.
- Proposed merger between Groupe M6 and Groupe TF1
offering the highest value creation to all
shareholders.
- Project unanimously approved by the Boards of Groupe
TF1, Groupe Bouygues, RTL Group and Groupe M6.
- Completion of the transaction by year-end 2022, after
consultation with employees’ representatives, regulatory approvals
(antitrust and CSA) and shareholder meetings of both
companies.
Paris, Boulogne-Billancourt,
Neuilly-sur-Seine and Luxembourg, 17 May 2021
Groupe TF1, Groupe M6, Groupe Bouygues and RTL
Group today announce that they have signed agreements to enter into
exclusive negotiations to merge the activities of Groupe TF1 and
Groupe M6 and create a major French media group. The new group
would be well positioned to master the challenges arising from the
accelerating competition with global platforms, active on the
French advertising market and in the production of quality
audiovisual content. The merger project has been unanimously
approved by the Boards of Groupe Bouygues, RTL Group, Groupe TF1
and Groupe M6.
A French media group ready to master the
new challenges of the total video market
Groupe TF1 and Groupe M6 are active in a growing
total video market where increasingly rich, original and exclusive
content is driving long term audience growth.
This market, where linear TV remains a powerful
media, is undergoing a structural transformation, with a strong
shift towards on-demand consumption.
The combination of these two players, of the
know-how of their employees and of their strong brands, would allow
the new group to invest more and to step-up innovation. The
proposed merger is critical to ensure the long-term independence of
French content creation and to continue to offer diversified and
premium local content to the benefit of all viewers.
Ambitious industrial
project
The merged group would pursue an ambitious
industrial project focused on five key priorities:
- Strengthen the supply of French quality
content leveraging a portfolio of strong brands and
ambitious investment levels.
- Continue to guarantee the independence, reliability and
quality of information on television, radio and digital,
while respecting pluralism and preserving each channel’s
identity.
- Further develop a production hub for local and
international content across all media segments, with the
ambition to grow international content sales.
- Accelerate the development of a French streaming
champion combining a catch-up and live streaming offering
(based on MyTF1 & 6play) and a SVOD service.
- Develop cutting-edge technology in streaming
(notably leveraging Groupe TF1’s assets and the Bedrock platform,
jointly owned with RTL Group) and in addressable TV
advertising to meet the needs of viewers and
customers.
Gilles Pélisson, Chairman & CEO of Groupe
TF1, said: “The merger between Groupe TF1 and Groupe M6 is a great
opportunity to create a French total video champion that will
guarantee independence, quality of content, and pluralism – values
that have long been shared by our two groups. It will be an asset
in promoting French culture. Groupe TF1 now approaches a new stage
in its development, consistent with the strategic vision developed
in the past 5 years.”
Nicolas de Tavernost, CEO of Groupe M6, said:
“The consolidation of the French television and audiovisual markets
is an absolute necessity if the French audience and the industry as
a whole are to continue to play a predominant role in the face of
exacerbated international competition, which is accelerating
rapidly. The combination of the two groups' know-how will allow for
an ambitious French response. Furthermore, this proposed merger of
Groupe M6 and Groupe TF1 is the only transaction offering value
creation for all Groupe M6 shareholders.”
Olivier Roussat, CEO of Groupe Bouygues, said:
“The audiovisual market benefits from long term growth. In this
context, Groupe Bouygues is pleased to contribute to the creation
of a major French media group able to compete with the GAFANs. We
are pleased with this major development and partnership which
confirm Groupe Bouygues's commitment to the media since 1987. As
shareholders with exclusive control over the new group, we will
continue to provide it with our full support.”
Thomas Rabe, CEO of RTL Group, said: “The
proposed merger of Groupe TF1 and Groupe M6 would be a major step
in implementing our strategy to create national media champions
across our European footprint. It demonstrates how in-country
consolidation creates significant value. As a strategic investor we
will be long-term industrial partners of Groupe Bouygues.”
Strong value creation potential for all
shareholders
The merged company would have 2020 Pro Forma
revenue of €3.4bn and Current operating profit of €461M. The
shareholders of Groupe M6 and Groupe TF1 would benefit from
significant value creation.
The synergies potential (EBITA run-rate impact)
is estimated at €250M to €350M
per year within three years from closing of the transaction.
The financial policy of the combined group would
allow attractive shareholder remuneration and significant
investments in content and technology. The combined group would aim
to distribute 90% of its free cash flow in dividends.
Transaction terms
The transaction would be implemented based on an
overall economic exchange ratio of 2.10 Groupe TF1 shares for each
Groupe M6 share (after distribution of a special dividend of €1.50
per share for Groupe M6 shareholders and distribution of ordinary
dividends of €1.00 per Groupe M6 share and €0.45 per Groupe TF1
share in 20223) and based on the following steps:
- Carve-out of the activities of Groupe M6 non-related to the
broadcasting authorizations of the M6 channel granted by the CSA
within a new entity (“M6 Services”).
- Activities related to the broadcasting authorizations granted
to the M6 channel would remain in the existing Groupe M6 legal
entity which would remain listed and be renamed “M6 Edition” and
would benefit from service agreements with “M6 Services”.
- Distribution by Groupe M6 to its shareholders of:
- Shares in “M6 Services”
- A special dividend of €1.50 per share
- Merger of “M6 Services” into Groupe TF1 based on a merger
parity reflecting the overall economic exchange ratio of 2.10,
adjusted for the value of the share received in “M6 Edition”
retained by Groupe M6 shareholders.
- Contribution by RTL Group of its 48.3% stake in “M6 Edition” to
the merged entity, the remainder being owned by Groupe M6 current
free float in line with French media regulation.
- Acquisition by Groupe Bouygues of 11% of the merged entity from
RTL Group for a consideration of €641M (based on a price per Groupe
M6 share of €26.30 after payment of ordinary and special dividends
of €1.00 and €1.50 respectively).
Groupe M6 shareholders would hence receive for
each of their existing shares:
- An ordinary dividend of €1.00 per share
- A special dividend of €1.50 per share
- 1 share in “M6 Edition”
- A number of shares in the merged entity reflecting the overall
economic exchange ratio of 2.10 adjusted for the value of the share
retained in “M6 Edition”
Following these steps, Groupe Bouygues would own
approximately 30% of the merged entity, which it would have
exclusive control over, as part of a shareholder agreement with RTL
Group, second largest shareholder with approximatively 16%. Free
float would own approximately 54% of the new group of which
approximately 29% for the existing float of Groupe M6 and
approximately 25% for the existing float of Groupe TF1.
Governance and management
The Board of Directors of the merged group would
consist of 12 members, including 4 directors designated by Groupe
Bouygues, 2 directors designated by RTL Group, 3 independent
directors, 2 directors representing the employees and 1 director
representing the employee shareholders.
At the day the operation is finalized, the
management of the combined group would include members of the
current management teams of Groupe M6 and Groupe TF1. Nicolas de
Tavernost will be proposed as Chairman and CEO of the merged
entity. Gilles Pélisson will be nominated as Deputy CEO of Groupe
Bouygues in charge of media and development.
A new name reflecting the diversity and the
strength of its assets will be given to the merged company. It
would remain based in France and listed on Euronext Paris.
A shareholder agreement will be entered into by
Groupe Bouygues and RTL Group with customary statements made to the
French AMF as appropriate. Double voting rights will also be
granted to shareholders of the new group who will register their
shares with the merged company, as customary.
The agreement will provide for representation of
the parties within governance bodies, an obligation of consultation
between the parties and rights to protect minority shareholders for
the benefit of RTL Group, ensuring the predominance of Groupe
Bouygues.
The pact will also provide for a number of
customary restrictions with regards to the transfer of shares as
well as a right of first offer for the benefit of Groupe Bouygues
on 5% of the capital of the combined entity, exercisable upon the
first sale of shares by RTL Group.
Conditions and timetable
In compliance with French legislation, Groupe
TF1 and Groupe M6 will initiate information and consultation
procedures with the employee representatives.
The completion of the transaction remains
subject to the approval of the extraordinary general meetings of
Groupe M6 and Groupe TF1 which would follow the receipt of the
transaction appraisal documentation from the Commissaire à la
fusion et aux apports to be designated as part of the
transaction.
Completion of the transaction is also subject to
customary condition precedents in particular the approvals from the
antitrust authorities (Autorité de la Concurrence) and media
regulator (Conseil Supérieur de l'Audiovisuel). The transaction
would also give rise to a request for exemptions from the
compulsory filing of a public offer project (in particular on the
basis of the provisions of article 234-9, 4 ° of the general
regulations - Combination of a contribution or of a merger
submitted to the general meeting of shareholders with the
conclusion of an agreement constituting a concerted action between
the shareholders of the companies concerned) it being specified
that article 39 V of the 1986 law on freedom of communication
provides that crossing a mandatory tender offer threshold requires
the filing of a tender-offer only for the amount of shares required
to reach the regulatory limit of 49% of the share capital and
voting rights.
The transaction is aimed to close by the end of
2022.
Advisors
RTL Group: J.P. Morgan acting as exclusive
financial advisor and White & Case LLP as legal advisor.
Groupe Bouygues and Groupe TF1: Rothschild &
Co acting as exclusive financial advisor and Darrois Villey Maillot
Brochier, Vogel & Vogel and Flichy Grangé as legal
advisors.
Groupe M6: Lazard acting as financial advisor
and Bredin Prat, Allen & Overy, Arsene-Taxand and Deprez
Guignot (DDG) as legal advisors.
Press contacts and Investor
Relations
Groupe TF1
INVESTOR RELATIONS
comfi@tf1.fr
PRESS
Maylis Carcabal - +33 6 63 59 87 05 -
mcarcabal@tf1.fr
Groupe M6
INVESTOR RELATIONS
Guillaume Couturié - +33 1 41 92 28 03 -
guillaume.couturie@m6.fr
PRESS
Paul Mennesson - +33 1 41 92 61 36 -
paul.mennesson@m6.fr
Groupe Bouygues
INVESTOR RELATIONS
investors@bouygues.com - +33 1 44 20 10 79
PRESS
Pierre Auberger - +33 1 44 20 12 01 -
pab@bouygues.com
Image Sept - Anne Méaux - +33 6 89 87 61 76 -
ameaux@image7.fr
RTL Group
INVESTOR RELATIONS & PRESS
Oliver Fahlbusch - +49 173 284 7873 –
+352 621 265 649 - oliver.fahlbusch@rtlgroup.com
About Groupe TF1
Groupe TF1 is a global player in the
production, editing and distribution of content.
Through its content, its ambition is to
positively inspire society.
Groupe TF1 organizes its activities into several
complementary poles:
The Broadcast division with 5
free-to-air channels (TF1, TMC, TFX, TF1 series films, LCI), 4
thematic channels (Ushuaia TV, Histoire TV, TV Breizh, Série Club),
2 on-demand content platforms (MYTF1, TFOU MAX), and the TF1 PUB
agency.
The Production division with
Newen, which brings together 9 studios in France and
internationally.
The Digital division with
Unify, which brings together the Group's native web activities and
the most powerful digital communities (including aufeminin,
Marmiton, Doctissimo, My Little Paris).
The Music division with Muzeek
One, which brings together the Group's musical activities and
shows.
Present in 10 countries, the TF1 Group has
nearly 3,700 employees. In 2020, it achieved a turnover of
€2,081.7M (Euronext Paris: ISIN FR0000054900).
About Groupe M6
Created in 1987 around the M6 channel, Groupe M6
is a diversified media group based on three pillars:
television with 13 channels (including M6, 2nd
commercial channel on the market), radio with 3 stations (including
RTL, 1st private radio in France) and digital with more than 30
media on the internet.
On the strength of its brands and its content,
Groupe M6 has gradually extended its activities through targeted
diversification (production and acquisition of content, cinema,
digital marketing, music, shows, etc.) and innovative offers such
as 6play or Bedrock.
About Groupe Bouygues
Groupe Bouygues is a diversified service group
present in more than 80 countries and with 129,000 employees
working for human progress in everyday life. Promising growth, its
activities meet essential and constantly changing needs:
construction activities (Bouygues Construction, Bouygues
Immobilier, Colas); media (Groupe TF1) and telecoms (Bouygues
Telecom) (Euronext Paris, compartment A: ISIN: FR0000120503)
About RTL Group
RTL Group is a leader across broadcast, content
and digital, with interests in 67 television channels, ten
streaming platforms and 38 radio stations. RTL Group also produces
content throughout the world and owns a digital video network. The
television portfolio of Europe’s largest broadcaster includes RTL
Television in Germany, M6 in France, the RTL channels in the
Netherlands, Belgium, Luxembourg, Croatia, Hungary and Antena 3 in
Spain. RTL Group’s families of TV channels are either the number
one or number two in eight European countries. The Group’s flagship
radio station is RTL in France, and it also owns or has interests
in other stations in France, Germany, Belgium, Spain and
Luxembourg. RTL Group’s content business, Fremantle, is one of the
world’s largest creators, producers and distributors of scripted
and unscripted content. Fremantle has an international network of
production teams, companies and labels in over 30 countries,
producing over 12,000 hours of original programming and
distributing over 30,000 hours of content worldwide. Combining the
streaming-services of its broadcasters (such as TV Now, 6play,
Salto, Videoland), the digital video network Divimove, and
Fremantle’s more than 360 YouTube channels, RTL Group has become
the leading European media company in digital video. RTL Group also
owns the ad-tech businesses Smartclip and Yospace, as well as the
streaming-tech company Bedrock. RTL AdConnect is RTL Group’s
international advertising sales house. Bertelsmann is the majority
shareholder of RTL Group, which is listed on the Luxembourg and
Frankfurt stock exchanges and in the SDAX stock index.
APPENDIX
Certified with Wiztrust
DISCLAIMER
This press release includes certain projections
and forward-looking statements with respect to the anticipated
future performance of the combined group.
Such information is sometimes identified by the
use of the future tense, the conditional mode and forward-looking
terms such as "estimates," "targets," "forecasts," "intends,"
"should," "has the ambition to," "considers," "believes," "could"
and other similar expressions. This information is based on data,
assumptions or estimates that Groupe TF1 and Groupe M6 believe are
reasonable. Actual future results may differ materially from those
projected or forecast in the forward-looking statements, in
particular due to the uncertainties as to whether the synergies and
value creation from the transaction will be realized in the
expected time frame, the risk that the businesses will not be
successfully integrated, the possibility that the transaction will
not receive the necessary approvals, that the anticipated timing of
such approvals will be delayed or will require actions that will
adversely affect the anticipated benefits of the transaction, and
the possibility that the transaction will not be completed.
All forward-looking statements contained in this
press release are expressly qualified in their entirety by the
cautionary statements contained or referred to in this disclaimer.
Each forward-looking statement speaks only at the date of this
press release. Groupe TF1 and Groupe M6 make no undertaking to
update or revise any information or the objectives, outlook and
forward-looking statements contained in this press release or that
Groupe TF1 and Groupe M6 otherwise may make, except pursuant to any
statutory or regulatory obligations applicable to Groupe TF1 and
Groupe M6.
No statement in this press release is intended
as a profit forecast or estimate for any period. Persons receiving
this press release should not place undue reliance on
forward-looking statements.
This press release is for informational purposes
only and is not intended to and does not constitute an offer or
invitation to exchange or sell, or solicitation of an offer to
subscribe for or buy, or an invitation to exchange, purchase or
subscribe for, any securities, any part of the business or assets
described herein, or any other interests or the solicitation of any
vote or approval in any jurisdiction in connection with the
proposed transaction or otherwise. This press release should not be
construed as a recommendation to any reader of this press
release.
The press release is neither a is not a
prospectus, product disclosure statement or other offering document
for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended from time
to time and implemented in each member state of the European
Economic Area and in accordance with French laws and
regulations.
1 Corresponding to the sum of the current operating profits
published by the 2 Groups
2 Detailed transaction terms on page 3
3 Dividends for 2021 fiscal year subject to board approvals and
shareholder votes
- PR_2021-05-17 Groupe TF1 and Groupe M6 enter into exclusive
négociations to provide a French response to the challenges from
global platforms
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