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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
Advances of EUR 1,600 thousand had been paid in connection with firm distribution right purchase commitments at 31
December 2011 and EUR 113 thousand at 31 December 2010.
Advances for fiction series are included under Advances.
9. GOODWILL AND BUSINESS COMBINATIONS
TRANSACTIONS CARRIED OUT IN 2010
Mediaset España Comunicación, Mediaset Investmenti, S.p.A. (controlling shareholder of Mediaset España Comunicación,
hereinafter “Mediaset”) and Prisa Televisión signed a series of agreements on 14 April 2010 to establish the procedure,
timeline and terms for executing theTransaction. Fur ther, on 4 November 2010, in addition to the contractual novations,
another contract was signed whereby PrisaTV granted an option which would giveTelecinco cer tain additional corporate
rights over the Prisa TV group’s pay TV business (hereinafter “Digital+ Group”) if exercised (the “Option Contract”).
Execution of the rights granted by the Option Contract is contingent upon the suspensive condition that the required
authorisation is obtained from the anti-trust authorities.
The most impor tant aspects of the Transaction were as follows:
1.
Mediaset España acquired, by means of a share swap, all the share capital of Sociedad General de Televisión Cuatro,
S.A.U. (“Sogecuatro), including the free-to-air television business of the PrisaTV group (“Cuatro Group”). In addition,
Telecinco acquired 22% of DTS, Distribuidora de Televisión Digital, S.A.U., which includes the pay TV business of the
Prisa TV group (“Digital+ Group”) for EUR 487,988 thousand.
2.
In exchange, PRISATV received:
• Mediaset España shares which, following the capital increases and applying the price-adjustment mechanism
described below represents approximately 17.336% of Mediaset España’s share capital.
• EUR 487,988 thousand in cash.
3.
To finance the acquisition of 22% of DTS, Distribuidora de Televisión Digital, S.A. and strengthen its financial position,
on 13 December 2010 Mediaset España carried out a capital increase with pre-emptive subscription rights for cash
proceeds of EUR 499,202 thousand (Note 15).
4.
In addition, on 29 December 2010, pursuant to the resolutions adopted by shareholders of Mediaset España
Comunicación, S.A. in an extraordinary meeting held 24 December 2010, the company carried out a non-monetary
capital increase consisting of all the entire share capital of “Sociedad General de Televisión Cuatro, S.A.U.” (Note 15).
5.
Via the Option Contract, Prisa TV S.A.U. grants Mediaset España the option to demand that a series of cer tain
corporate agreements related to the pay TV business be subject to a favourable vote by Mediaset España and/or
directors designated by them.This option can only be exercised once a year has elapsed from the Transaction date.
The price of granting the option is EUR 5,000 thousand, payable by Mediaset España to Prisa TV on the Transaction
closing date (Note 11). The option is exercisable for the three months subsequent to the first anniversary of the
closing of theTransaction. Never theless, exercising the rights granted by the option is contingent upon the suspensive
condition that the required authorisation is obtained from the anti-trust authorities the option strike price is EUR
5,000 thousand, payable once the suspensive condition has been fulfilled.
6.
Completion of the Mediaset España transaction was subject to the per tinent regulatory and anti-trust authorisations.