21
On 25 January 2012, themembers 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 tomerge their respective businesses through a
merger transaction.
The draft terms of merger were filed at the Madrid Mercantile Registry on 7 February 2012 and
published in the Official Gazette of theMercantile Registry (BORME) on 17 February 2012.
The draft terms of merger consisting of the absorption of Gestora de Inversiones Audiovisuales La
Sexta, S.A. into Antena 3 de Televisión, S.A. were approved by the shareholders at the Annual
General Meeting of the absorbing company and the shareholders 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
whichmodify some of those included in the resolution of the Spanish Anti-Trust Commission, of 13
July 2012.
On 5 October 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 transaction was obtained. On this same date,
effective control of La Sexta was obtained and, therefore, 5 October 2012 is taken to be the
acquisition date, from which time onwards La Sexta's operations are considered to be performed
for accounting purposes by Atresmedia.
On 29 October 2012, the merger resolutions adopted by the shareholders of 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 Annual
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 Annual 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 de Medios de
Comunicación, S.A. (see Note 14).
Also, within the framework of themerger resolution, the parties resolved to grant the shareholders
of La Sexta an additional fixed ownership interest of 15,818,704 shares of Atresmedia Corporación
de Medios de Comunicación, S.A., representing 7% of its share capital, the delivery of which is
conditional upon the fulfilment in 2012, 2013, 2014, 2015 and 2016 of certain objectives relating
to the earnings of the Atresmedia Group. The delivery of these additional shares would be carried
out in full through treasury shares of Atresmedia, provided that the related objectives are met
and, in any case, these shares would be delivered in 2017 at the latest.
The main advantage and economic benefit of this transaction is the synergy achieved, with an
extended range of contents, greater efficiency in the use of Company resources and increased
advertising efficiency.
On 19 February 2014, the Company arranged the partial novation of this agreement and amended
the content thereof with respect to two of the three former shareholders of La Sexta (see Note
23).
