- 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.
Regulatory News:
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the full release here:
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Pro Forma ownership structure (Photo:
Business Wire)
Groupe TF1, Groupe M6 (Paris:MMT), 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.
Regulated information: disclosure of inside
information in accordance with article 17 of MAR
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.
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.
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
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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
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