NautaDutilh advises on proposed merger of RTL Nederland and Talpa Network assets
NautaDutilh as lead counsel assists RTL Group in connection with the contemplated combination of RTL Nederland's and Talpa Network's broadcasting and affiliated media businesses in the Netherlands creating a strong Dutch cross-media group to compete with global tech platforms.
Talpa Network will contribute its TV, radio, print, digital, e-commerce and other assets to RTL Nederland and will receive a 30 percent stake in the enlarged RTL Nederland in return. RTL Group will hold the remaining 70 percent in the combined group and will continue to fully consolidate RTL Nederland in its accounts. Sven Sauvé will continue in his current role as CEO of RTL Nederland, leading the combined group after closing of the contemplated transaction. In addition, Talpa Network’s content units (Talpa Concepts, Talpa Entertainment Producties) – which are not part of the deal – and RTL Nederland will enter into a content agreement for newly developed formats for linear TV channels and for the streaming service Videoland.
The combined group would have 2020 revenue of €909 million and operating profit (EBITA) of €84 million. The annual content spend of the combined group amounts to more than €400 million. The potential synergies of the merger (EBITA run-rate impact) are estimated between €100 million and €120 million per year, to be fully realised in 2025.
The transaction is subject to customary conditions, such as works council advice and merger control clearance.
Joost den Engelsman, who leads the NautaDutilh team on this exciting projected, commented: “Absolutely delighted that NautaDutilh was able to support our fantastic client RTL Group on this transformational transaction in the Dutch media space resulting in a strong Dutch cross-media group. The contemplated merger was negotiated in an extremely tight time frame which couldn’t have been done if the respective teams of RTL and Talpa and their respective advisers had not constructively worked together as they did and truly went the extra mile, a huge team effort where in the end everyone had only one goal: to reach this important milestone. Huge congrats to Sven Sauvé, Elmar Heggen and Pim Schmitz and the rest of the RTL and Talpa teams!”
The NautaDutilh team for this deal consisted of Joost den Engelsman, Lieke van der Velden, Willianne van Zandwijk, Jacqueline Clement, Edger Kleijer, Naomi Asscheman, Maarten Schellingerhout (Corporate M&A); Joris Willems and Marlous Schrijvers (TMT); Sophie van Lanschot and Celine Houwen (Corporate Notarial) Edward Rijnhout, Sjuul Jentjens, Ash Beesemer (Tax); Mauricette Schaufeli and Felix Seuntjens (Competition); Jolize Lautenbach (Public & Regulatory), Margaretha Wilkenhuysen (Corporate M&A, Luxembourg) and Vincent Wellens (Competition, Luxembourg).