PRESS RELEASE

VOLUNTARY TENDER OFFER LAUNCHED BY MFE-MEDIAFOREUROPE

N.V ON MEDIASET ESPAÑA COMUNICACIÓN, S.A.

Filed with CNMV the request for authorisation

Today, 13 April 2022, MFE-MEDIAFOREUROPE N.V. ("MFE") has filed the request for authorisation of the voluntary tender offer over shares issued by Mediaset España Comunicación S.A. ("MES") for its admission for processing by the CNMV. Together with the request for authorisation, MFE has submitted to the CNMV a draft version of the offer document and five bank guarantees (provided by 5 Italian and Spanish banks) covering 100% of the cash portion of the offer consideration. The offer document will now be reviewed for eventual approval in the next weeks by the CNMV.

MFE has decided to change the condition precedent of the offer related to a minimum acceptance threshold, reducing the threshold from 95.6% of the MES share capital (corresponding to 90% of the shares targeted by the Offer) to 85% of the MES total share capital.

Based on the new threshold of the condition precedent, it becomes possible that the offer is settled without triggering the automatic delisting of the MES' shares from Spanish Stock Exchange. In this scenario, the MES shares would remain listed in the Spanish Stock Exchange and MFE does not contemplate to launch an offer in cash aimed at the delisting.

MFE may consider, not earlier than 6-month period from the settlement of the Offer, to propose a merger between MES and MFE, whereby MES shareholders would exchange their shares in MES for MFE Ordinary Shares A. In this scenario MFE takes the commitment to list the MFE Ordinary Shares A in the Spanish Stock Exchanges.

KEY TERMS OF THE OFFER

Offer Price:

  • o 9 MFE Ordinary shares A for every 2 MES shares (exchange ratio 4.5)

  • o EUR 1.860 in cash for each MES share

Amsterdam - Madrid - Cologno Monzese, 13 April 2022

Department of Communications and Media Relations

Tel. +39 022514.9301 e-mail:press@mfemediaforeurope.euhttp://www.mfemediaforeurope.com

Investor Relations Department Tel. +39 022514.8200 e-mail:investor.relations@mfemediaforeurope.euhttp://www.mfemediaforeurope.com

MFE-MEDIAFOREUROPE is an international holding company that brings together Europe's leading commercial broadcasters.

MFE-MEDIAFOREUROPE is based in Amsterdam, in the Netherlands, and fiscal resident in Italy. It controls Mediaset SpA and Mediaset España Comunicación (both fiscal resident in their respective countries) and is the main shareholder of the German broadcaster ProsiebenSat1.

MFE-MEDIAFOREUROPE is listed on the Milan Stock Exchange (Ticker: MFEA, MFEB)

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MFE-MEDIAFOREUROPE NV published this content on 13 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2022 15:24:06 UTC.