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MEDIASET ESPAÑA COMUNICACIÓN, S.A. AND SUBSIDIARIES
• The agreement regulates the transfer of shares of Digital+ Group among shareholders and to third par ties (directly
or indirectly, voluntarily or forced, including changes of control, except intra-group transfers). It also describes trans-
fers that could imply a change of control.
• It states that Mediaset España or any of its group companies have the right to act as exclusive adver tising agent of
all the TV channels owned by the Digital+ Group.
• The shareholders’ agreement will remain in force while two of the three shareholders continue holding at least
15% of the share capital in the Grupo Digital+ Group, in general.
It will be necessary for the Board Members of Mediaset España Comunicación to vote on other agreements, as
stipulated in the Option Contract described in Note 11. 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.
Based on this agreement, Mediaset España Comunicación considers that it exer ts significant influence on the Digital+
Group as an associated company, and that no joint control exists.
With respect to the Option Contract described above, should Mediaset España Comunicación obtain the additional
rights associated with exercise of the option, it would re-evaluate its position with respect to influence over the investee
company, and if necessary, would modify the consolidation method to be applied from that date onwards.
In 2010, no estimate of the definitive fair values of the assets and liabilities of DTS, Distribuidora de Televisión Digital,
S.A. was available. Therefore, the total difference between 22% of the carrying amount of the assets and liabilities
acquired and the acquisition cost was considered implicit goodwill.In 2011, Mediaset España Comunicación performed
the purchase price allocation of the acquisition of Digital+. The allocation was based on a repor t by a renowned,
independent exper t, which concluded that the adjustments to the fair value of the net assets identified was EUR 108
million and that the implicit goodwill at 31 December 2011 was EUR 160 million.
c) Impairment testing of equity method investments
•
Edam Acquisition Holding I Cooperative U.A.
This investment was not tested for impairment in 2011, since the carrying amount was zero, with no new information
indicating that the value had recovered.
In 2010, the impairment test carried out on Edam Acquisition Holding by an independent exper t on the Group’s CGUs
resulted in an EnterpriseValue ranging from EUR 1.1 to 1.3 billion; the Group’s financial debt indicated that the subsidiary
had negative equity.
This impairment test was based on discount rates included in the Group’s Business Plan, which range from 8,5% to 9,1%.
Considering the aforementioned, Endemol’s investment was reduced to 0 at year-end 2010.This reduction had already
taken place on 30 September 2010, when Mediaset España Comunicación carried out its own impairment test on
Endemol’s investment, based on the forecasted performance of the activities included in the preliminary Business Plans
available at that time.
Once the value of the investment was reduced to zero, in accordance with accounting criteria, the Group no longer
recognised the por tion corresponding to additional losses, as there were no fur ther entries which, in substance, form
par t of the net investment, nor did the group have additional investment commitments.