Regulator gives “green light” to Italian company MFE’s entry into Impresa without takeover bid

MediaForEurope (MFE) will not be required to launch a takeover bid for Impresa. The decision by the Portuguese Securities Market Commission (CMVM), announced on Tuesday, three and a half months after the formalisation of the agreement between the two groups, on 26 November, ends the impasse over the deal and paves the way for the owner of Mediaset Italia, Mediaset España and ProSiebenSat.1 to inject €17.325 million into the group, giving it a 32.94% stake in the holding company that owns SIC and Expresso.

“The CMVM concluded that sufficient evidence was presented that the terms of these agreements do not give MFE the power to exercise dominant influence over Impresa, and therefore the legal requirements that would determine the obligation to launch a takeover bid are not met”, reads the supervisor’s statement.

The issue arose because the combined holdings of Impreger (33.738%) and MFE (32.934%) exceed half of Impresa’s voting rights, a legally relevant threshold for assessing control over a listed company and which, in the event of a change of control, may trigger the obligation to launch a takeover bid.

In this context, MFE submitted a request to the CMVM to demonstrate that, despite the conclusion of the aforementioned agreements, “there is no change in the entity that exercises dominant influence over the company, and therefore there is no obligation to launch a takeover bid”, explains the supervisor.

The CMVM acknowledges that the Shareholders’ Agreement, which Impreger and MFE will enter into at closing, provides for the coordination of voting rights on relevant matters, such as the election of directors and the distribution of dividends.

However, the regulator’s conclusion is that the contractual clauses “expressly provide that these rights should, in general, be exercised in accordance with the position determined by Impreger”. This means that “one of the parties to the agreement (MFE) has the right to convey its position on the issues under discussion, but not to impose its will on the other party to the agreement (Impreger)”.

In addition, the agreement ensures that the majority of the Board of Directors will be composed of directors appointed by Impreger, with only a minimum number reserved for MFE. “It appears that Impreger retains effective control of the management and strategic direction of the company”, concludes the CMVM.

In quantitative terms, “Impreger reserves the right, through the shareholders’ agreement with MFE, to control more than half (66.672%) of the voting rights, thus maintaining within its sphere the power to exercise dominant influence over Impresa”.

The supervisor also analysed the so-called ‘Reserved Matters’, issues that require a reinforced consensus between the two parties, both at the general meeting and on the board of directors.

In a statement, the CMVM concluded that these matters “correspond to matters for which the law already requires a qualified majority” or “reflect a right to protect minority shareholders”, and therefore do not constitute a mechanism that allows MFE to exercise dominant influence.

The same reasoning applies to clauses relating to the transferability of shares: according to the regulator, “such clauses do not allow it to be argued that their exercise, or the threat of their exercise by MFE, is likely to override Impreger’s will, as contractually provided for”.

• Strategic partnership without consolidation. The CMVM also analysed the scope of the strategic and industrial partnership provided for in the Investment Agreement. The regulator ensures that it “will not represent a legal, financial or institutional consolidation of the two companies, nor is it anticipated that it will result in the centralisation of Impresa’s financial management or the technological integration of Impresa into MFE”. It is also guaranteed that “Impresa will maintain its autonomy in defining and executing its financial strategy, managing its cash flow, in its relations with financial institutions and in its investment and divestment decisions”.
• Obligations remaining for MFE. However, the decision is not unconditional. Having proven that there is no dominant influence, MFE is automatically subject to two obligations: to immediately notify the CMVM of any change in the percentage of voting rights that results in an increase of more than 1%; and to launch a general takeover bid “as soon as it has the power to exercise dominant influence over the target company”. In other words, if the balance of power between the Balsemão family and the Italians changes in the future, the issue of a takeover bid will be back on the table.

New management team at Impresa

Michele Giraudo, chief revenue officer at Media For Europe Advertising, Massimiliano Ventimiglia, founder and CEO of Onde Alte, a company dedicated to artificial intelligence and big data for digital media, and Massimo Musolino, CEO for Management and Operations at Mediaset in Spain, will also be the new directors of the group, whose decision is expected to be approved at an extraordinary general meeting to be held this Tuesday.

The company led by Francisco Pedro Balsemão put forward a proposal to expand the board of directors from six to nine members, with six elected by Impreger, the family holding company, and the remaining three by the Italian group. The latter would take office after the purchase is completed.

At this general meeting, shareholders will also vote again on the capital increase of €17.325 million to be subscribed by the Italian group.

MFE’s entry into Impresa’s capital will take place through the subscription of new shares, which will be issued at a unit price of 21 cents – above the price on the 24th, which was around 20 cents. MFE will now hold 32.934% of Impresa, but without reaching a majority. Control will remain with the Balsemão family, through Impreger, which will see its stake diluted from 58.75% to 33.738%.

The same meeting will also reinforce the “suppression of shareholders’ pre-emptive rights in the capital increase”, which was also approved at the general meeting at the end of December. This will allow the Italians to inject funds into the group without any “last-minute surprises” from the other shareholders.

In fact, it was precisely a last-minute surprise that led to this second general meeting being held. As ECO/+M reported in early February, Impresa’s capital increase, unanimously approved at the general meeting on 29 December and aimed at allowing MFE to join the group, is being challenged in court.

According to Citius, the case was filed on 28 January at the Sintra Commercial Court and was distributed on 29 January, exactly one month after the general meeting at which shareholders approved the €17.325 million capital increase to be subscribed by the Italian group Media For Europe (MFE).

The action for “annulment of corporate resolutions” is being brought by Tilway Management Inc, a Panama-based entity, which, according to ECO /+M, is being represented in this case by lawyer André Luiz Gomes.

“We do not know the identity of the shareholder(s) in question. We will decide whether to comment after being notified, which has not happened”, replied an official source at Impresa to ECO/+M, when asked about the company’s owners or possible consequences of the proceedings, namely delays or even the impossibility of the capital increase.

As the company is based in Panama, information about its ultimate beneficiaries is not public. With Tilway Management Inc.’s control shrouded in mystery, all that remains are the minutes of a general meeting of the group on 27 May 2025, which show that the entity holds 1.9836% of the capital of the group led by Francisco Pedro Balsemão. At this general meeting, curiously, it voted against four of the five items on the agenda.

However, the following day, Impresa reacted to the news in a statement sent to the CMVM. “At present, the company does not anticipate that this action will have an impact on the implementation of the partnership between Impresa and MFE”, explained the group led by Francisco Pedro Balsemão.

Going back to 26 November 2025, when the deal was made official, the Italian group said: “This partnership, if realised, will make MFE a significant shareholder and partner of Impresa, enhancing the Company’s ability to strengthen its position in the media sector in Portugal and creating a solid foundation for accelerating the execution of its strategic plan, particularly with regard to its growth, the expansion of its digital activity and the potential development of new business areas.”

“Impresa will continue its activity in the normal course of business, in line with its strategic plan and its obligations to provide information to the market”, the group continued.

“We are very proud of this partnership, as MFE is a leading media group in Europe, with whom we share a vision of the future based on the production of quality content, proximity to viewers and technological innovation. My family and I would like to thank Pier Silvio Berlusconi, his family and the entire MFE team for the trust and spirit of collaboration with which this agreement was built”, wrote Francisco Pedro Balsemão, CEO of Impresa, in a note sent to newsrooms.

“Impresa brings to this project its unparalleled experience, its recognised values of journalistic freedom and independence in Portugal, and its unique connection with the Portuguese public. We are convinced that we will be able to develop tangible and lasting synergies that will benefit all parties involved, particularly in terms of growth, the expansion of digital activity and the potential development of new business areas”, he continued.

“Francisco Pinto Balsemão’s legacy in shaping the Portuguese media landscape is widely recognised and highly regarded by MFE. The continued involvement of the Balsemão family will be fundamental in driving Impresa’s strategic direction and addressing the challenges ahead”, added MFE in a statement sent to the Italian market.

Founded in 1980 by Silvio Berlusconi, the Mediaset group is one of Europe’s leading media groups, with a presence in television, audiovisual production, advertising and digital platforms.

It began with the launch of Canale 5 in 1980, followed by Italia 1 and Rete 4, challenging the state broadcaster RAI and consolidating a leading position in Italian television. In the following decades, the group expanded its thematic channels and in-house production, becoming a benchmark in terms of content and advertising.

The shareholder structure has always been marked by family control, with the Fininvest holding company retaining around 33.8% of the capital and control of the group. In 2021, the creation of MFE – MediaForEurope consolidated Mediaset Italia and Mediaset España, enabling synergies in both markets.

International expansion was particularly notable in Spain, with the creation of Mediaset España in 2009, owner of channels such as Telecinco and Cuatro. At the end of 2025, Spain accounted for around 27% of the group’s commercial audience, considering the 18-54 age group, while in Italy the group leads the advertising market with a 40.9% market share.

In September, the group controlled by the Berlusconi family — whose history has been marked by some controversy, especially during the terms of Silvio Berlusconi, Prime Minister of Italy for several terms (1994–1995, 2001–2006, 2008–2011) and who died in 2023 — announced that it had secured more than 75% of German broadcaster ProSiebenSat.1 following an acquisition that paves the way for it to become Europe’s largest free-to-air broadcaster.

MFE sees European expansion as crucial, with scale being decisive in competing with international players such as Netflix and YouTube, Reuters points out.