Reworld Media Société Anonyme (ENXTPA:ALREW) agreed to acquire Mondadori France SAS from Arnoldo Mondadori Editore S.p.A. (BIT:MN) for €75 million on February 18, 2019. Reworld Media Société Anonyme entered into an agreement to acquire Mondadori France SAS from Arnoldo Mondadori Editore S.p.A. on April 19, 2019. Under the terms of transaction, 85.7% of the shares would be made through a share purchase at the price of €60 million subject to price adjustments including €10 million in vendor credit. 14.3% of the shares would be made through a contribution in kind of MONDADORI FRANCE SAS' shares to REWORLD MEDIA for a value of €10 million paid in REWORLD MEDIA SA shares as part of a planned capital increase. An earn out payment of €5 million is also expected to be given. In relation to the transaction, REWORLD MEDIA also plans financing in the form of a non-convertible debt for an amount of €93.3 million including €30 million unlockable within the next 3 years and a part dedicated to partly refinance the current debt of the group. The transaction would be financed by BNP Paribas. The funding round being completed by other banks of which LCL, CIC and Intesa San Paolo. In addition, REWORLD MEDIA plans to carry out one or more capital increases of at least €3 million, in which the management and IDINVEST would undertake to participate for €3 million (including €2 million by IDINVEST).

The completion of the transaction would be subject to authorization issued by the Autorité de la Concurrence, approval of the contribution by REWORLD MEDIA shareholders and REWORLD MEDIA obtaining the debt financing. As of July 24, 2019, the transaction is conditionally approved by French antitrust authority. The condition is sell either L'Auto Journal or Auto-Moto by Reworld Media. As of March 15, 2019, the transaction was expected to close by the end of June 2019. The sale will be delayed following a court decision that requires consulting employees. Seized by the social and economic committee (CSE) of Mondadori, the Nanterre Commercial Court on July 11, 2019 enjoined the management of Mondadori France to open within 8 days an "information-consultation" on strategic orientations 2019 with staff representatives that it had neglected while the assignment was already under negotiation. Mondadori France has also been ordered to pay €0.01 million in damages to the CSE. The assignment is not called into question but could be delayed by four months, while two "information-consultations" take place, before a new passage before the competition authority. This sale has been raising for some months the concern of employees, who believe that the project endangers the 700 jobs of Mondadori France (plus hundreds of freelancers), and reproach Reworld. On September 10, 2019, CSE rejects the request of the Social and Economic Committee (ESC) of the Economic and Social Unit (UES) Mondadori Magazines France enlarged, requesting to suspend the execution of the decision of the Competition Authority authorizing the takeover of Mondadori France by Reworld Media.

The transaction is expected to improve the financial position of Arnoldo Mondadori Editore at closing date by €59 million. Irving Bellotti and Pierre Henri Chappaz of Rothschild & Co SCA acted as the financial advisors to REWORLD. Xavier de Lestrange and Sinda Kaak Nicaud of BNP Paribas and Nathalie Gabriel, Benoît Douard and Patrick Evin of Société Générale acted as the mandated arranger coordinators and agents. Mirko Papa, Francesco Crovace, Daniel Weisslinger and Tijs Van Langenhove of SG Corporate & Investment Banking acted as financial advisor to Mondadori France SAS. Karine TURBEAUX of Cabinet Renaudier acted as legal advisor, Cédric VINCENT, Laurent SEGAL, Mathilde CROZE, Arnaud PICARD, Marc GERVAIS, Julia ANDRE and Clémentine BEAUSSIER of LERINS & BCW acted as legal advisors for Lerins & BCW. Cira CAROSCIO,and Jean-Gabriel FLANDROIS of Gide Loyrette Nouel acted as legal advisor for Arnoldo Mondadori Editore. Christophe GAILLARD, Louis RIVAYRAND acted as legal advisors for banks. Luca Fossati, Luca Liistro, Alessandro Buscemi, Giorgio Cappelli acted as legal advisor for Arnoldo.

Reworld Media Société Anonyme (ENXTPA:ALREW) completed the acquisition of Mondadori Magazines France SAS from Arnoldo Mondadori Editore S.p.A. (BIT:MN) on July 31, 2019. The approval was received in the general meeting of Reworld Media Société Anonyme, held on July 29, 2019, of the contribution in kind to REWORLD MEDIA of part of the capital of MONDADORI FRANCE SAS and the issue of 3.5 million REWORLD MEDIA shares as remuneration for the contribution.