In a statement released today, the CMVM justified the decision to lift the suspension, decreed last week, on the trading of shares of both Media Capital Group and Cofina with the "disclosure of relevant information".
This decision comes after Cofina SGPS announced on Saturday that it had reached an agreement with Spanish company Prisa to buy all the shares it holds in Media Capital, valuing the company at €255 million.
In a statement sent to the CMVM, Cofina explained that, following the signing of a share purchase and sale agreement with Prisa - Promotora de Informaciones on 20 September for the purchase of shares of the whole of Vertix SGPS, which owns 94.69% of the voting rights of Media Capital, the owner of Correio da Manhã will launch a general and voluntary takeover bid for all the shares of the owner of TVI.
"The object of the offer is made up of all the 84,513,180 ordinary, book-entry and nominative shares, with a nominal value of €1.06, representing the share capital and voting rights of the target company," says Cofina.
"However, considering that Vertix has declared its intention not to accept the offer, the 80,027,607 shares it owned were, in accordance with the purchase and sale agreement, subject to an irrevocable blocking instruction (...), so that the offer, although general, can only be accepted by the holders of the remaining 4,485,573 shares, representing 5.31% of the share capital", it continues.
Cofina states that the consideration offered is €2.3336 per share, "to be paid in cash, which, taking into account the number of shares subject to the offer, corresponds to a total value of the offer of €10,467.533, from which any amount (gross) that may be attributed to each share will be deducted, whether as dividends, advance on profits for the year or distribution of reserves, such deduction being made immediately from the moment when the right to the amount in question has been detached from the shares and provided that this occurs before the settlement of the Offer".
The purchase of all the shares of Media Capital values the company at €255 million ('enterprise value', which corresponds to the purchase value plus the debt).
Also in a statement, Prisa said that the management of the Spanish group "has agreed to sell to Cofina the entire stake it holds in its "subsidiary Vertix SGPS", which owns 94.69% of the listed company Media Capital, "on the basis of an enterprise value of the latter of €255 million, which implies a price of €170,635,808 for Prisa's indirect stake" in TVI's owner.
According to Prisa's estimates, this transaction involves losses (in accounting terms) of '€76.4 million' in the consolidated accounts of the Spanish group.