33
La Sexta engages mainly in the management of a licence to provide audiovisual
communication services, for a period of 15 years, pursuant to a resolution adopted by the
Spanish Cabinet on 11 June 2010.
On 25 January 2012, the members of the Boards of Directors of Atresmedia Corporación de
Medios de Comunicación, S.A. and Gestora de Inversiones Audiovisuales La Sexta, S.A. signed
the draft terms of merger in accordance with Articles 30, 31 and related provisions of Law
3/2009, of 3 April, on structural changes to companies, in order to merge their respective
businesses through amerger transaction.
The draft terms of merger were filed at the MadridMercantile Registry on 7 February 2012 and
published in the Official Gazette of theMercantile Registry (BORME) on 17 February 2012.
The draft terms for the merger by absorption of Gestora de Inversiones Audiovisuales La
Sexta, S.A. into Atresmedia Corporación de Medios de Comunicación, S.A. were approved at
the Annual General Meeting of the absorbing company and at the Universal Extraordinary
General Meeting of the absorbed company on 25 April 2012.
On 24 August 2012, the Spanish Cabinet approved the business combination on the grounds
of general interest, but making the approval conditional upon the fulfilment of certain
conditions which modify some of those included in the resolution of the Spanish Anti-Trust
Commission, of 13 July 2012.
On 5October 2012, the Spanish Cabinet also authorised the transfer of La Sexta's audiovisual
communication licence and the assignment for private use of the associated radioelectric
public domain; thus, the last administrative authorisation established in the draft terms of
merger as a condition precedent for the completion of the transactionwas obtained. On this
same date, effective control of La Sextawas obtained and, therefore, 5October 2012 is taken
to be the acquisition date, fromwhich time onwards La Sexta's operations are considered to
be performed for accounting purposes by Atresmedia.
On 29 October 2012, themerger resolutions adopted by Atresmedia Corporación de Medios de
Comunicación, S.A., as the absorbing company, and Gestora de Inversiones Audiovisuales La
Sexta, S.A., as the absorbed company, at their respective General Meetings on 25 April 2012,
were executed in public deeds, as a result of which the draft terms of merger were fully
approved. As a result, Atresmedia Corporación de Medios de Comunicación, S.A. acquired by
universal succession all the assets and liabilities of Gestora de Inversiones Audiovisuales La
Sexta, S.A. with the concomitant dissolution of the latter.
Following the merger resolution approved by the shareholders at the General Meetings of the
two companies and the filing of the merger deed at the Madrid Mercantile Registry on 31
October 2012, the shareholders of La Sexta received, as consideration for the assets and
liabilities of this company, 15,801,296 shares of Atresmedia Corporación de Medios de
Comunicación, S.A., which represent 7% of its share capital. For the purposes of the share
exchange, Atresmedia Corporación de Medios de Comunicación, S.A. increased its share
capital through the issue of 14,620,000 new shares (of which 13,438,704 were ordinary
shares and a further 1,181,296 were shares with no dividend rights for a period of two years
from the date on which the merger became effective), while the remaining shares
corresponding to the shareholders of La Sexta were delivered with a charge to the treasury
shares of Atresmedia Corporación deMedios de Comunicación, S.A. (see Note 12).
