Télévision Française 1 Société anonyme (ENXTPA:TFI) signed a memorandum of understanding to acquire Métropole Télévision S.A. (ENXTPA:MMT) from RTL Group S.A. (XTRA:RRTL) and others for €2.2 billion on May 17, 2021. Télévision Française 1 Société anonyme (ENXTPA:TFI) signed an agreement to acquire Métropole Télévision S.A. (ENXTPA:MMT) from RTL Group S.A. (XTRA:RRTL) and others on July 8, 2021. The consideration comprises of an exchange ratio of 2.1 Télévision Française 1 Société anonyme (Groupe TF1) shares for each Métropole Télévision S.A. (Groupe M6) share; after distribution of a special dividend of €1.5 per share for Groupe M6 shareholders and distribution of ordinary dividends of €1 per Groupe M6 share and €0.45 per Groupe TF1 share in 2022. Pursuant to the agreement, activities of Groupe M6 non-related to the broadcasting authorizations of the M6 channel granted by the CSA will be carved out within a new entity (M6 Services) and 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. The Groupe M6 shareholders will receive shares in M6 Services and a special dividend of €1.5 per share. Then M6 Services will be merged into Groupe TF1 based on a merger parity reflecting the overall exchange ratio of 2.1, adjusted for the value of the share received in M6 Edition retained by Groupe M6 shareholders. RTL Group will contribution its 48.3% stake in M6 Edition to the merged entity, the remainder being owned by Groupe M6 current free float. Groupe Bouygues will acquire 11% of the merged entity from RTL Group for a consideration of €641 million. Hence, Groupe M6 shareholders will receive for each share; an ordinary dividend of €1 per share, a special dividend of €1.5 per share, 1 share in M6 Edition, and a number of shares in the merged entity reflecting the exchange ratio of 2.10 adjusted for the value of the share retained in M6 Edition. Groupe Bouygues would own approximately 30% of the merged entity, RTL Group will hold 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. 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.

The Board of Directors of the merged group would consist of twelve members, including four Directors designated by Groupe Bouygues, two Directors designated by RTL Group, three Independent Directors, two Directors representing the employees and one Director representing the employee shareholders. 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 Chief Executive Officer of the merged entity. Gilles Pélisson will be nominated as Deputy Chief Executive Officer of Groupe Bouygues in charge of media and development. Christine Bellin appointed as Director of the merged group and Olivier Abecassis will take over the position of Bellin by being appointed Group Director of Distribution, Innovation and Digital. François Pellissier until then Executive Chairman of TF1 Pub and Sports Director of the TF1 Group, was appointed Deputy Chief Executive Officer Business and Sports and he will be accompanied by Sabina Gros and Nicolas Capuron.

The transaction is subject to consultation with respective employee representatives, 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, 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 will also lead to a request for exemptions from the compulsory filing of a public offer project with the Autorité des marchés financiers. The transaction has been unanimously approved by the Boards of Groupe TF1, Groupe M6, Groupe Bouygues, and RTL Group. The combination agreement is expected to be signed by the third quarter of 2021. The transaction is expected to close by the end of 2022. Value creation for all shareholders of Groupe TF1 and Groupe M6 through annual synergies estimated at €250 million to €350 million, within three years after completion of the transaction is expected. The combined group will aim to distribute 90 per cent of its free cash flow in dividends. As per the article on April 26, 2022, the shareholders of Métropole Télévision approved the transaction. As of July 26, 2022, French Competition Authority's investigation teams have issued their report on the proposed merger between the TF1 group and the M6 group said that that the merger plans would no longer be meaningful for the parties involved and they would therefore abandon them. Transaction have been submitted remedies to the Competition Authority in order to obtain its green light for the merger

J.P. Morgan acted as exclusive financial advisor; and Marc Petitier, Jérémie Marthan, Jean-Luc Champy, Alexandre Ippolito and Alexandre Jaurett of White & Case LLP Paris acted as legal advisors to RTL Group. Rothschild & Co acted as exclusive financial advisor; and Bertrand Cardi, Christophe Vinsonneau, Laurent Gautier, Henri Savoie, Patrick Mele, Vincent Agulhon, Pierre Dabin, Pierre Casanova and Orphée Grosjean of Darrois Villey Maillot Brochier, Vogel & Vogel and Flichy Grangé acted as legal advisors to Groupe Bouygues and Groupe TF1. Lazard acted as financial advisor and Romaric Lazerges and Charles-Hugo Lerebour of Allen & Overy LLP, Cabinet Deprez Dian Guignot, Arsène-Cabinet d'Avocats and Sophie Cornette de Saint Cyr, Sébastien Prat and Jean-Damien Boulanger of Bredin Prat & Associes acted as legal advisors to Groupe M6.

Télévision Française 1 Société anonyme (ENXTPA:TFI) cancelled the acquisition of Métropole Télévision S.A. (ENXTPA : MMT) from RTL Group S.A. (XTRA:RRTL) on September 16, 2022.