Investindustrial loses out to Cairo on RCS bid

Amedeo Goria
19 July 2016

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Italian media group Cairo Communication has edged out an investor syndicate led by private equity house Investindustrial in a takeover bid for listed multimedia business RCS Mediagroup, which manages publications including Corriere della Sera and El Mundo.

Following the decision of the company's board, the winning syndicate, led by Cairo alongside Intesa Sanpaolo, acquired a 48.82% stake in the business. Meanwhile, the competing investors' consortium led by Investindustrial alongside Mediobanca, Diego della Valle, Unipol and Pirelli acquired a 37.7% stake.

Investindustrial had initially launched a take-private bid for RCS in May. As part of the initial offer, a syndicate of existing shareholders would have transferred their combined 22.6% stake in a newco and subsequently launched an offer for the remaining 77.4% of shares at 70 cents apiece. The deal would have valued RCS at €282.75m.

Eventually, Investindustrial set its all-cash bid at 100 cents per share, while Cairo's winning offer was based on share-swap agreement, which aimed to pay 0.18 Cairo shares per each RCS share tendered, adding a cash payment of 25 cents for each RCS share.

RCS manages several publications, mainly based in Italy, Spain, Portugal and the US, including Corriere della Sera, Gazzetta dello Sport, El Mundo, Marca and Expansión. Cairo intends to merge the businesses and aims to acquire a 61.75% stake in the merged group, while existing shareholders Mediobanca, Diego Della Valle, Pirelli and Unipol will retain a 22.4% stake in the business.