EFFECTIVNESS OF THE MERGER
On 3 May 2023 the cross-border merger by absorption of Mediaset España Comunicación, S.A., as absorbed company, with and into MFE-MEDIAFOREUROPE N.V. became effective. Historical information regarding the absorbed company Mediaset España Comunicación, S.A. are available at the following link https://www.mediaset.es/
On 3 May 2023 the cross-border merger by absorption of Mediaset España Comunicación, S.A., as absorbed company, with and into MFE-MEDIAFOREUROPE N.V. became effective. Historical information regarding the absorbed company Mediaset España Comunicación, S.A. are available at the following link https://www.mediaset.es/
LEGAL NOTICE
The information contained in this website’s section may not be used as the basis to enter into any contract or agreement and nothing herein constitutes an offer, invitation or recommendation to engage in investment (or disinvestment) in the shares, or any other financial instrument, of MFE-MEDIAFOREUROPE N.V. (“MFE”) in any country and especially in the United States, the United Kingdom, Canada, Japan, Australia or any other country where offers as well as purchase and sale of these shares is prohibited under applicable legislation (the “Restricted Countries”). The distribution of the information contained in this website’s section in certain jurisdictions may be restricted by laws and regulations. Consequently, persons to which this information is distributed must inform themselves about and observe such restrictions. By receiving this information, the recipient agrees to observe any such restrictions.
None of MFE nor any of its affiliates, advisors or representatives, nor any of their respective directors, officers, employees, advisors or agents, shall bear any liability (in negligence or otherwise) for any loss arising from any use of the information contained in this website’s section, or otherwise in connection herewith, and they do not undertake any obligation to provide the recipients with access to additional information or to update the information contained in this website or to correct any inaccuracies in the information contained or referred to herein.
The proposed transaction relates to financial instruments of MFE (a Dutch company, resident in Italy for tax purposes and whose shares are listed on the Italian regulated market Euronext Milan of Borsa Italiana S.p.A.) and Mediaset España Comunicación, S.A. (“MES”)(a Spanish company and whose shares are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and are traded through the automated quotation system of the Spanish Stock Exchanges (Sistema de Interconexión Bursátil Español)) and consists of the cross-border merger by absorption of MES (as absorbed company) with and into MFE (as absorbing company). The information distributed in connection with the proposed transaction and the related shareholder vote is subject to Dutch, Italian and Spanish reporting and transparency requirements, respectively, that are different from those in the Restricted Countries. The financial statements and financial information included herein have been prepared in accordance with Dutch and Spanish accounting standards, respectively, which may not be comparable to the financial statements or financial information of companies incorporated under the laws of any Restricted Country.
It may be difficult for you to enforce your rights and any claims you may have under the U.S. federal securities laws (as well as the laws of any other Restricted Country) with respect to the proposed transaction, as the companies are located in the Netherlands and Spain. You may not be able to sue the companies or their officers or directors in a Dutch or Spanish court for violations of U.S. securities laws (as well as the laws of any other Restricted Country). Finally, it may be difficult to compel the companies and their subsidiaries to submit to the judgment of a U.S. court (as well as the court of any other Restricted Country).
It should be noted that MFE and/or MES may acquire shares outside the proposed transaction, such as through open market or privately negotiated purchases, at any time during the life of the proposed transaction.
The MFE Shares A and MFE Shares B have not been and are not intended to be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the United States Securities Act of 1933.
Translations into Spanish / English / Italian of documents originally drafted in other language are non-binding translations prepared for information purposes only of the corresponding original document drafted in the original language. In the event of any discrepancy, the original language version of the document shall prevail.
The documentation regarding the Extraordinary Shareholders' Meeting to be held on 15th March 2023 is available here