The Amber, Kairos and Artemis funds, shareholders of Rai Way, write to the Rai board of directors asking not to proceed with the sale of Rai Way shares, feared by Rai itself in a press release dated December 14th, but to enhance the value of the subsidiary, owner of network that broadcasts the signal of the public broadcaster, through a merger with the other large broadcasting tower company, Ei Towers, on which the Mediaset signal travels and of which F2i (60%) and Mediaset itself (40%) are shareholders. %).
«We seem to understand that the further reduction of the stake in Rai Way would be motivated by the need for financial coverage of Rai’s industrial plan», but on the market «there is full evidence» of «how this financial flow could be equally guaranteed ( there is talk of an extraordinary dividend, ed.), and with a greater valorisation of the investee, through industrial consolidation with Ei Towers”, write the funds, which last December 21st, together with Mediolanum, Azimut and HSBC, had met with the top management of Rai Way to solicit progress in the wedding with Ei Towers.
Despite the management’s sharing of the industrial value of the consolidation, nothing has changed and the fact that Rai – which is expected to launch the new industrial plan next week – may decide to raise cash by selling 15% of Rai Way and going down to 50% of the capital, pushed them to contact the parent company directly, hoping to convince the board of directors and the government to change course. A sale of shares, they explain, would create “a detriment not only to minority shareholders” but “to Rai itself”, depriving the company and its shares on the stock exchange of the boost deriving from an operation of “very clear industrial value”, capable of producing synergies and make the capital structure “more efficient” and from which “the national champion” of towers would be born.
Obviously, the funds write, the merger would be accompanied by “a framework agreement that protects the public service as well as its quality and capillarity”. Selling shares, on the other hand, “would have negative repercussions” on a merger with Ei Towers, “as it would significantly reduce the negotiating flexibility” of Rai “in defining the new governance structure” and would be seen by investors “as a decision devoid of strategic sense and perspective” with “the effect of distancing them from Rai Way and, potentially, from the Italian market in general”.
And to reinforce the concept Amber, Artemis and Kairos anticipate that they would not purchase shares in a possible placement. «Also due to the public nature of the company and the inevitable reputational impacts» the funds therefore invite the Rai board of directors «to carefully evaluate» the options, so as not to be guided «by urgency» and instead espouse solutions «capable to create greater value” for all members. On the stock market, Rai Way closed with little change at 5.25 euros (+0.19%). For Kepler analysts, the merger could be worth, in terms of value generation, 476 million euros, of which 56% belongs to Rai Way’s shareholders, primarily Rai, and pave the way for an extraordinary dividend among the 310 and 400 million euros, which would allow Rai to collect between 200 and 260 million. Potentially more than the 210 million that 15% of Rai Way is worth on the stock market.