17 May 2021, Paris, Boulogne-Billancourt, Neuilly-sur-Seine and Luxembourg
Paris, Boulogne-Billancourt, Neuilly-sur-Seine and Luxembourg, 17 May 2021
Groupe TF1, Groupe M6, Groupe Bouygues and RTL Group today announce that they have signed agreements to enter into exclusive negotiations to merge the activities of Groupe TF1 and Groupe M6 and create a major French media group. The new group would be well positioned to master the challenges arising from the accelerating competition with global platforms, active on the French advertising market and in the production of quality audiovisual content. The merger project has been unanimously approved by the Boards of Groupe Bouygues, RTL Group, Groupe TF1 and Groupe M6.
A French media group ready to master the new challenges of the total video market
Groupe TF1 and Groupe M6 are active in a growing total video market where increasingly rich, original and exclusive content is driving long term audience growth.
This market, where linear TV remains a powerful media, is undergoing a structural transformation, with a strong shift towards on-demand consumption.
The combination of these two players, of the know-how of their employees and of their strong brands, would allow the new group to invest more and to step-up innovation. The proposed merger is critical to ensure the long-term independence of French content creation and to continue to offer diversified and premium local content to the benefit of all viewers.
Ambitious industrial project
The merged group would pursue an ambitious industrial project focused on five key priorities:
Gilles Pélisson, Chairman & CEO of Groupe TF1, said: “The merger between Groupe TF1 and Groupe M6 is a great opportunity to create a French total video champion that will guarantee independence, quality of content, and pluralism – values that have long been shared by our two groups. It will be an asset in promoting French culture. Groupe TF1 now approaches a new stage in its development, consistent with the strategic vision developed in the past 5 years.”
Nicolas de Tavernost, CEO of Groupe M6, said: “The consolidation of the French television and audiovisual markets is an absolute necessity if the French audience and the industry as a whole are to continue to play a predominant role in the face of exacerbated international competition, which is accelerating rapidly. The combination of the two groups' know-how will allow for an ambitious French response. Furthermore, this proposed merger of Groupe M6 and Groupe TF1 is the only transaction offering value creation for all Groupe M6 shareholders.”
Olivier Roussat, CEO of Groupe Bouygues, said: “The audiovisual market benefits from long term growth. In this context, Groupe Bouygues is pleased to contribute to the creation of a major French media group able to compete with the GAFANs. We are pleased with this major development and partnership which confirm Groupe Bouygues's commitment to the media since 1987. As shareholders with exclusive control over the new group, we will continue to provide it with our full support.”
Thomas Rabe, CEO of RTL Group, said: “The proposed merger of Groupe TF1 and Groupe M6 would be a major step in implementing our strategy to create national media champions across our European footprint. It demonstrates how in-country consolidation creates significant value. As a strategic investor we will be long-term industrial partners of Groupe Bouygues.”
Strong value creation potential for all shareholders
The merged company would have 2020 Pro Forma revenue of €3.4bn and Current operating profit of €461M. The shareholders of Groupe M6 and Groupe TF1 would benefit from significant value creation.
The synergies potential (EBITA run-rate impact) is estimated at €250M to €350M per year within three years from closing of the transaction.
The financial policy of the combined group would allow attractive shareholder remuneration and significant investments in content and technology. The combined group would aim to distribute 90% of its free cash flow in dividends.
The transaction would be implemented based on an overall economic exchange ratio of 2.10 Groupe TF1 shares for each Groupe M6 share (after distribution of a special dividend of €1.50 per share for Groupe M6 shareholders and distribution of ordinary dividends of €1.00 per Groupe M6 share and €0.45 per Groupe TF1 share in 20223) and based on the following steps:
Groupe M6 shareholders would hence receive for each of their existing shares:
Following these steps, Groupe Bouygues would own approximately 30% of the merged entity, which it would have exclusive control over, as part of a shareholder agreement with RTL Group, second largest shareholder with 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.
Governance and management
The Board of Directors of the merged group would consist of 12 members, including 4 directors designated by Groupe Bouygues, 2 directors designated by RTL Group, 3 independent directors, 2 directors representing the employees and 1 director representing the employee shareholders.
At the day the operation is finalized, 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 CEO of the merged entity. Gilles Pélisson will be nominated as Deputy CEO of Groupe Bouygues in charge of media and development.
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.
A shareholder agreement will be entered into by Groupe Bouygues and RTL Group with customary statements made to the French AMF as appropriate. Double voting rights will also be granted to shareholders of the new group who will register their shares with the merged company, as customary.
The agreement will provide for representation of the parties within governance bodies, an obligation of consultation between the parties and rights to protect minority shareholders for the benefit of RTL Group, ensuring the predominance of Groupe Bouygues.
The pact will also provide for a number of customary restrictions with regards to the transfer of shares as well as a right of first offer for the benefit of Groupe Bouygues on 5% of the capital of the combined entity, exercisable upon the first sale of shares by RTL. Group.
Conditions and timetable
In compliance with French legislation, Groupe TF1 and Groupe M6 will initiate information and consultation procedures with the employee representatives.
The completion of the transaction remains subject to the 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.
Completion of the transaction is 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 would also give rise to a request for exemptions from the compulsory filing of a public offer project (in particular on the basis of the provisions of article 234-9, 4 ° of the general regulations - Combination of a contribution or of a merger submitted to the general meeting of shareholders with the conclusion of an agreement constituting a concerted action between the shareholders of the companies concerned) it being specified that article 39 V of the 1986 law on freedom of communication provides that crossing a mandatory tender offer threshold requires the filing of a tender-offer only for the amount of shares required to reach the regulatory limit of 49% of the share capital and voting rights.
The transaction is aimed to close by the end of 2022.
1 Corresponding to the sum of the current operating profits published by the 2 Groups
2 Detailed transaction terms on page 3
3 Dividends for 2021 fiscal year subject to board approvals and shareholder votes
About RTL Group
RTL Group is a leader across broadcast, content and digital, with interests in 67 television channels, ten streaming platforms and 38 radio stations. RTL Group also produces content throughout the world and owns a digital video network. The television portfolio of Europe’s largest broadcaster includes RTL Television in Germany, M6 in France, the RTL channels in the Netherlands, Belgium, Luxembourg, Croatia, Hungary and Antena 3 in Spain. RTL Group’s families of TV channels are either the number one or number two in eight European countries. The Group’s flagship radio station is RTL in France, and it also owns or has interests in other stations in France, Germany, Belgium, Spain and Luxembourg. RTL Group’s content business, Fremantle, is one of the world’s largest creators, producers and distributors of scripted and unscripted content. Fremantle has an international network of production teams, companies and labels in over 30 countries, producing over 12,000 hours of original programming and distributing over 30,000 hours of content worldwide. Combining the streaming-services of its broadcasters (such as TV Now, 6play, Salto, Videoland), the digital video network Divimove, and Fremantle’s more than 360 YouTube channels, RTL Group has become the leading European media company in digital video. RTL Group also owns the ad-tech businesses Smartclip and Yospace, as well as the streaming-tech company Bedrock. RTL AdConnect is RTL Group’s international advertising sales house. Bertelsmann is the majority shareholder of RTL Group, which is listed on the Luxembourg and Frankfurt stock exchanges and in the SDAX stock index.