Welcome to the MFE-Mediaforeurope C onference Call and Webcast. At this time, all participants are in a listen-only mode. After the speaker's presentation, there'll be a question and answer session. To ask a question during the session, you will need to press *1 and 1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press *1 and 1 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to our first speaker today, Sara Bersan . Please go ahead.
Good morning, ladies and gentlemen, and welcome to the presentation of MFE-Mediaforeurope Unlock Your Value: MFE Equity Story with ProSiebenSat.1 . Today, the speakers are Marco Giordani, Group CFO; Matteo Cardani, Chief Marketing Officer of MFE Advertising; and Paola Colombo, Chief Digital Officer of MFE Advertising.
Paola.
Paola Colombo, sorry. Marco, please go ahead.
Thank you, Sara. They are not yet married, so maybe. No, welcome to everybody. We thought it was useful for everyone, let's say, to recap a little bit what happened in the last six months. It has been really, let's say, moving around and with a lot of news coming out on the newspaper. We thought it was useful for everyone to give a summary of where we stand and where we are going to. I'll take you to the first part of the presentation, starting from page two. Again, nothing new for many of you, but I mean, that's the today's situation. As you know, today is the settlement date. We are exchanging, let's say, our share and our cash for ProSieben shares. The famous 75.61% is today in place. Clearly, that's the representation. Moving to page three. I think it's a real theoretical and laboratory exercise.
I cannot be considered consolidated numbers. You have in the notes all the assumptions we took. Clearly, as far as ProSieben is concerned, we shall have.
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Pronto? Hello? We are now on the back of phone. I'm on the back of phone and live. Okay, we can restart the presentation. I apologize for the problem.
Okay. Sorry again and welcome back. I will start the presentation from the beginning. Clearly, maybe some of you, maybe it's been a repetition, but I mean, that's fine. Page two, as I said, today's the settlement date. These are the final numbers. Our stake in ProSiebenSat.1 is the already known 75.61%. The cash out today has been EUR 437.7 million, and the number of newly issued MFE-Mediaforeurope shares has been EUR 127 million point something. Moving to page three, we tried to give you a sort of representation of what the pro forma consolidation would have been in 2024. You have a little bit of notes in the foot page. Clearly, it's a theoretical exercise. The 2024, let's say, analytics performance main figures was the one that I showed in page three. Total revenue has been less than EUR 7 billion, precisely EUR 6.9 billion. Reported EBITDA, pre-CV rights, EUR 2.322 billion.
After CV rights, a little bit more than EUR 1 billion. As far as the net debt is concerned, already including also the cash out, the net debt would have been EUR 2.5 billion. The leverage is a little bit more than one time. Again, that is sort of, let's say, consolidated in the 2024 number. As I said, it's very difficult for us to be more precise than that because we clearly took the ProSieben public number that we don't know a lot. We couldn't make it better. As far as the MFE-Mediaforeurope shareholder structure, you have it at page four. There are two pies. The economic interests are shown on the left part of the slide with a free float of more than 43%. PMS holding 33.8%. Vivendi directly 3% through the trust, adding the trust a little bit more than 15.5%. PPF is today holding 6.8%.
As far as voting rights is concerned, on the other end, you have on the right-hand side of the page, PMIS controlled 47.5% of MFE-Mediaforeurope votes. The market 28.4%, PPF 1.7%, and the addition, or the combination between Simon Fiduciaria and Vivendi, a little bit more than 22%. Numbers of shares divided by category are shown in the table at the bottom of the page. On page five, something that some of you have already seen is our, let's say, future strategic vision. Not a lot different from the past, but the fact that now we control 75% of ProSieben is clearly giving a lot of power to our vision, giving us the possibility to target more than 200 million viewers/users. Starting from content, we consider ourselves firstly a publisher.
We clearly focus on the quality of our content in terms of reputation, truthful, and respectful to our diversity and privacy content. The main objective of the content we produce is the emotional engagement at scale, also because we think that this is where we can play a difference versus the bigger streamers, let's call it in this way. Another important element of the content we are going to produce is the local rooted and clearly focused on entertainment and infotainment for both large events, the one that clearly collects a lot of audiences, and also for everyday consumption and community. As far as the second pillar of our vision, monetization is crucial. Paola and Matteo will take you through the main point, why we think we can really go to a level that was not achievable in the past.
We think that that would be the major advantage of our future vision. Technology is another focus point. We think that joining forces and increasing scale is crucial to have better technology, more efficient technology, but mainly more performing technology. We cannot think to be better than the big streamer, but at least we can be at scale and we can be at the state of the art, being certainly much better than we were before. Lastly, that's a little bit an open point on which, on the other end, we think we are going to face and we are going to exploit a lot in the next month and years is artificial intelligence that will help us to mainly produce more volume, so to increase volume and to help the monetization. That will be crucial for the future.
The fact of being larger and in more than one country will be of a great benefit for all this group. On page six, that's a slide you have already seen. It is just the same. As you remember, when we increased our offering in late July, we showed three possible outcomes for different results coming out from the offer. We are clearly in the scenario number two. The numbers of improvement of our EBIT in terms of incremental EBIT is in a range of EUR 261 million-EUR 315 million at year four. The other scenarios for the time being are not applicable. Entering in a major detail in the scenario two, you have on page seven the split between cost and revenue and the split in the forthcoming year, starting from 1st of January 2025. Then entering in cost because the revenue will be then presented by Paola and Matteo.
You have page eight that gives you a little bit of a representation of the scope of the challenges we are facing. We started from 2024 combined cost, the one that we were mentioning in some slides before. We clearly took away the non-cash cost, and we had a EUR 6.5 billion total cash cost and investments. We took away EUR 2.5 billion that is out of scope. It means that it's not the core business activity we are going to target in the future. We arrived to a total addressable cost baseline of EUR 4 billion. Our cost initiative, as you can see in this slide, represents approximately 4% of the addressable cost baseline. On page nine, on the other hand, you have, let's say, the result of the exercise we carried out divided in the six buckets in which we allocated all the projects we had identified.
As you can see, it's a pretty detailed analysis. It's important to underline that the cost initiative, in any case, would represent around 2% of the total combined cost. For us, it's an effort to carry out, but certainly is not a non-achievable target to have. On the other hand, we will have top-line driven initiatives that are now presented by my colleagues, to whom I will pass. Thank you very much.
Thank you, Marco. Thank you and good morning, everybody. We are now on chart number 11. In this chart, you have a conceptual representation of the strategic map of our market with two main axes or dimensions, reach on the x- axis and quality and brand safety on the horizontal axis, where you can see our actual and our future desired positioning. We do strongly believe that in the new total video ecosystem, Mediaforeurope should and could break the trade-offs for advertising, providing reach on the one end and brand safety and targeting at the same time. This is absolutely relevant for advertisers and agencies because in the current market scenario, advertisers suffer from an asymmetry.
Either they face global players that are disproportionately bigger compared to each advertiser's scale, and therefore, to some extent, advertisers, these players may have some limitations with regard to the offering of a customized solution to each advertiser country by country. Advertisers face national champions, national broadcasters that are actually smaller compared to the scale of their ambition. Therefore, advertisers are obliged to search for consistency and scale for their multinational projects. We do believe that the uniqueness of Mediaforeurope's ambition and Mediaforeurope's challenge is to solve this paradox, offering at the same time reach at scale, quality of content, brand safety, and advanced targeting via data and ad tech. In the following chart, number 12, you have material supporting evidence of this reach at scale. What does it mean that we offer a reach scale in the quality competition versus over the top?
In this chart, you can appreciate the fact that we do not think about ourselves as a broadcaster anymore, but we do define ourselves as a streamcaster. That means that we compete with over the top for the best combination of linear legacy and on-demand development. This is a unique combination. What's the benefit for the market of this unique combination? Here you have the actual calculation. If we consider the new geography, the new perimeter of Mediaforeurope advertising, we are in countries with 200 million population, and we actually reach 190 million inhabitants, citizens in all these countries. That is 95% of reach, editorial reach, and advertising reach. We calculated, you can see the sources of the calculation in the footnote in the chart. They combine the duplicated reach of three very important and absolutely respected competitors, Amazon, Netflix, and Disney.
They reach in the same countries 98 million people, so approximately 49%, and only 60 million citizens with advertising, so 30% of reach. This is the scale of the competition where we talk about reach. Just to mention two recent combined successes in Italy and Spain, this summer, we broadcasted and streamed FIFA World Cup for a club in agreement with DAZN, and we reached more than 51 million people in the two countries, Italy and Spain. That means one Italian out of two, one Spanish out of two. On top of this, the ability to deliver unbeatable reach and engagement on own content, what we call the crown jewels, is the last edition of Temptation Island in the two countries, where we reached 35 million people in the two countries, so one-third of the total population. This is the material evidence of reach scale.
In the following chart, number 13, the other side, the other main benefit, we are a streamcaster, but we are also a cross-media company. The benefit for the advertiser is that they actually miss a one-stop shop for cross-media strategies at international scale. In this chart, there is a clear representation that on top of quantity, reach scale, we are offering a diversity of cross-media solutions, covering the whole range of relevant media for an advertisement, offering a simplified, coordinated solution to complex communication problems across countries. We are in an original, multilocal, and multinational approach in our go-to-market, as Paola will soon explain.
Thank you, Matteo. Starting from slide 14, why do we believe that it would be creating value? If you look at it from the standpoint of the market, we're adding value at different segments of our clients, effectively. If we get into the shoes of local advertisers, here we took Carrara and Dia, which are two big retailers. Their business is entirely in one country, in Italy or in Spain. From their standpoint, we keep having the same strong relationships we've had so far, but they will be seeing enhanced product development and faster go-to-market, which will be provided by the international synergies that we will have. If we move there, we have a significant already contribution from local advertisers. Take Campari, Pitch for Spain, La Pasta, Barilla. We could have many more that are rooted locally.
We have very, very strong relationships starting decades ago with them, and they have businesses that are trading worldwide. They have exports in Europe and some of them in the rest of the world. In this case, they would be able to leverage their existing relationship not only in the country, but for their export business, and we would be more of a business partner in their international expansion. We have global to local advertisers. Take the L'Oréal, the Coca-Cola of the world. If I look from their standpoint, they have been going through a centralization over time. This is a bit of a chicken and egg point. Big online platforms have created an international market. These are the headquarters that will be typically met with your Google, with your Disney Plus, with your Netflix, and they would be starting allocating centralized budgets.
Furthermore, they have created centralized digital operations and planning and programmatic. They have very few people managing their online budgets and business. The fewer conversations they have, the better for them. In this case, we will step up from a local level to an international one. We will be entitled to sit at those tables, be part of the international budget allocation, and we will provide them simplification in their media strategy abroad, giving also, as Matteo explained, an important alternative to video sharing platforms on one hand and very premium content providers and platforms on the other, but with limited reach. The same works also for media agencies. You know very well they're going through consolidation, centralization, a strong redesign of their business where they are centralizing a lot of their control and spending. They will have a pan-European player with whom they can have trading deals and conversations.
On the other hand, they will also be able to centralize operations, reduce costs with having less complexity to deal with. There is the need for an entity like Mediaforeurope Advertising. That's why in providing value, we will be creating value for our company as well. Now, if I move to slide 15, here we are planning to set up. You can follow here. Here we have the eight initiatives that we will be creating top-line synergies. We look at that from the very first ones, which are the closest to our business that we can immediately bring to market. They are, in a way, a natural extension of what we are currently doing, but in a different context. Moving to the right, we will see the more explorative ones, the newer ones, and probably their more mid-term and long-term impact.
As I said, international phase is like from a day-one initiative. Leveraging know-how and relationships in the market, we will start immediately expanding that. Addressable ad tech. Technology is just an enabler, but it is an important one if you're also playing, if you're planning to play in this competitive scenario against international platforms. We have started already with our Spanish colleagues, creating a single platform that allows us to roll out products immediately in more than one country and streamlining operations and reducing those costs of development, management, and so on. Matteo mentioned some power brands, some love brands that are very locally rooted, but that they are the same. They have similarities across markets. From there, we can put the seed for a branded entertainment powerhouse. Branded entertainment, branded content is one of the rising stars in the market. It has been for a few years now.
We will be able to leverage that as well as a streamcaster cross-country. We can also leverage our sales house capabilities and relationships as an asset because a lot of the OTTs, we mentioned they have an international footprint. If they want to play in the market, they need to have the local know-how or the local flavor. This is something that we can offer them as value, and we can be their sales house in this market. See the example of the zone in Italy or in the past, we did it for Yahoo as well. There are businesses that are different to our current one, but they still look like a natural expansion.
The one that we launched already, and we'll be launching in Spain at the beginning of next year, is a platform opening a new share of the market, which is a platform dedicated to small medium businesses. Which we've launched here, we will be able to expand in more markets, and it's attracting new money to TV. With that, it's absolutely easy to replicate in a centralized fashion to more markets. Retail media is another rising star. We have initiatives already in the different markets, both Italy, Spain, and Germany too. That will be unified and created. This is a big trend. The U.S. is a few years ahead from where we are in Europe, but we believe this will be growing in the coming years. Moving ahead, all these that we have quoted as competitors, they can become source of business and great business partners for certain angles.
For sure, we can start having different deals with them. We can play with content licensing. We can have different windowing of content rights, or for example, we can co-produce with them. This is where the lines start to blur, and we can see business opportunity in these new markets in the new year. We can look also at scaling our crown jewels, so our strongest brand content. There are love brands in countries, so they can travel, they can be replicated in more markets. Also thanks to technology, think of the AI translation that doesn't require human dubbing anymore. We can distribute them across country and have them travel in countries that we are not present with, think South America or other countries in the world. Coming to slide 16 to give it a bit of to attach some numbers to all the initiatives we have mentioned.
You can see that the first four initiatives would contribute from EUR 86 million- EUR 96 million in AVID synergies. The SMB platform and retail media, so the addition business, could add EUR 28 million -EUR 30 million to the bottom line. Going to content strategy, B2B and B2C that we've mentioned further, EUR 17 million -EUR 18 million. Totaling altogether an impact on AVID from EUR 131 million -EUR 144 million.
Thank you, Matteo, and thank you, Paola. Our presentation is, let's say, ending, and I want to focus your attention on our new equity story from today on. Clearly, we are now focusing on different targets than we were, let's say, six months ago. That's a new start for us, and I believe it's important to recap where we are targeting our company. Again, we think that we can now leverage a larger scale with the presence of five European countries for the time being and more than 200 million viewers/users. We certainly have substantial value initiatives that we can unlock, especially across tech and monetization. I hope that we have given to you a little bit of the flavor of what we are targeting.
We think that our equity story is now future-proof in the sense that we have the resources to reinvest in more local premium content using next-gen technologies. That's clearly something we were not able to see six months ago. We think to be sustainable, so we can leverage our trusted media ecosystem. We are fully aligned with EU value of pluralism, and we have sustainability goals. We have a story now that is talent-oriented. We have projects that can attract talent. We can talk about growth and not only managing maturity. We think that that would be crucial to attract and retain key employees and talent. We think to be fit and proper in the sense that we have already tested some of the technology we are talking about, and we think that it would be not very challenging to leverage it on them.
Local operations will be crucial, but certainly, driving seat will stay more at the group level for everything regarding tech and data. In terms of value, we think to have a pretty exciting story and pretty exciting objectives to achieve. As we said, up to EUR 350 million of EBIT, of incremental EBIT in year four. That's an incredible accretion in terms of EPS for MFE shareholders. That's already from year one. That is going to be 2026. In terms of financials, I think you know already our way of doing. We will certainly accelerate deleveraging, also because the cash flow generation will be materially high. We didn't change our commitment as far as dividend policies are concerned. Our PTI payout will go on. We are going to generate cash mainly to reduce and to pay dividends. All the long-term shareholders will have a pretty substantial value creation.
We have now created a pretty large liquidity on MFE A stock that was one of our main concerns in the past. Now we think that trading volumes are now more in line with also the equity story we are telling about. That's all from our side. I think we have now time for your questions, and we can start with the Q&A session. Thank you.
Thank you. To ask a question, you will need to press star one and one on your telephone and wait for your name to be announced. To withdraw your question, please press star one and one again. We will now go to our first question. One moment, please. Your first question comes from the line of Julien Roch from Barclays. Please go ahead.
Yes. Good morning, everybody. Thank you for the presentation. I'll be greedy and actually ask four questions. The first one is, on page seven, can you explain the range of synergies, the EUR 261 million-EUR 315 million in year four? I know you gave an exact split on page nine and page 10, but why a range? If you had to put a probability on the bottom, the middle, and the top of the range, that's my first question. The second one is, can you give the phasing of the cost to achieve of EUR 80 million-EUR 110 million? How much in 2025, in 2026, in 2027? The third question is, Marco, you just said that priority was deleveraging, but that you would continue your high payout ratio. I suppose that's the payout ratio on MFE.
The speed of deleveraging, which is now both the MFE and ProSieben debt, also depends on the ProSieben dividend policy. What will be the ProSieben dividend policy going forward? Last question is, coming back on when you bought Mediaset España in 2022, you said you would deliver EUR 55 million of synergies, EUR 21 million revenue, EUR 34 million cost. How much have you actually delivered? Gracias .
Thank you, Julien. I hope to have noted all of them. I'll start. I'm sorry if I forgot something. If I forget something, please let me know. I probably will not follow the order. In terms of one-off cost, you have it on page seven. There are between EUR 80 million and EUR 110 million. Let me say about why the range. I have to say that on the full integrated scenario, the range is almost irrelevant, while in the non-full integrated scenario, we have a problem of timing. All the projects are pretty defined, and we are pretty conscious and pretty rational on how we can deliver. Clearly, having to deal with a listed company, ProSieben , we have issues regarding related party transactions. We have to take care about all the shareholders, not only the MFE one.
That will clearly create some delays on which, frankly, we don't have a clear view on, in the sense that we will start talking with the Executive Board, ProSieben Executive Board, and timing of all the projects has to be redefined, taking into consideration the fact that we will need to act in the best interest of all shareholders, including the ProSieben , the 25% ProSieben shareholders. As far as the ProSieben dividend policy, hard to say now. ProSieben has its own dividend policy. As you know, looking at the numbers, the biggest part of the debt will be in ProSieben . As far as the leverage is concerned, our main objective is to deleverage ProSieben first.
Then we can probably talk about their dividend policy, when the leverage in ProSieben will come back to, let's say, a more MFE standard one, let's say. Let's put it in this way. As I said at the beginning, we have no access to any information regarding ProSieben that you don't have. We don't know anything that you don't know. It is hard for us to give a precise guidance on the leverage of ProSieben for the reasons I said. I hope that in the coming months, that will be more accessible for us, and we can be more precise on that. I have the impression that I forgot one.
No, no, no.
I'm sorry. I'm in Spain, yes. No, in reality, we outperformed the target in the sense that cost was easier to achieve and faster to achieve. We get more or less 25% higher in cost. I don't know if you want to talk about revenue, but also in revenue, actually, we achieved much better results than we forecasted. I mean, Matteo, maybe you... No, okay. It's just saying that's enough. In any case, we got it faster and more. Honestly, we were a little bit prudent in declaring our objective, but the reality was better. It's more a question of governance, I have to say. Clearly, Spain was a fully integrated company. It was much easier. In any case, the value to unlock it is important, and also for the remaining ProSieben shareholders would be important to work on the projects and to unlock their value. Thank you.
Thank you. If I could come back on my first two questions. I mean, EUR 261 million -EUR 315 million in synergies, if you had to handicap the bottom, the middle, and the top of the range, are you more confident about the top, the bottom, or you have no idea? The phasing of the EUR 80 million -EUR 110 million cost to achieve, how much in 2025, in 2026, and 2027?
I would use the average because it's the best estimate we can give. As I said, as soon as we can start talking with management, we can be more precise. As far as today is concerned, I believe that the average in all the numbers are the more reliable numbers. We can update this in the coming, let's say, month.
On the phasing of the EUR 80 million-EUR 110 million?
The same. I mean, the EUR 80 million and the EUR 110 million, you mean they went up in three years?
Yeah, the cost to achieve, the phasing in 2025, 2026, and 2027?
2025 clearly nothing. I mean, we are all talking about 2026 on. You can split the EUR 80 million, EUR 110 million in three years in a pretty, let's say, linear way.
Gracias .
Thank you. Your next question comes from the line of Adam Berlin from UBS. Please go ahead.
Yeah, hi. Good morning. Thank you for hosting the call. Two questions left. My first question is, can you talk a little bit about how it will work with the ProSieben Executive Board? Are you going to have board seats? How many board seats? What percentage of the board seats? Just to understand how you're going to influence ProSieben 's strategy. Do you need a domination agreement? You know, what are you thinking around there? Any kind of clarity around that would be very helpful. The second thing is, ProSieben does have non-broadcast assets, you know, in dating and in e-commerce in particular. Do you plan to retain those assets or are you looking to sell them?
Okay. Let's start maybe a little bit recapping the governance in ProSieben . Clearly, ProSieben is listed there and adopted the dual system in terms of governance. Actually, the executive board is elected or nominated by the supervisory board. We don't have any direct access. We, being shareholders, don't have direct access to the executive board, but we as shareholders can only nominate the supervisory board member. In practical terms, that's clearly a structure where the supervisory board will play an important role also in assessing and delivering the project that, as we have seen, will grant additional value to MFE , but also to ProSieben shareholders. The settlement date, today, is an important formal date for us, but also for the supervisory board. For instance, we are expecting and waiting to see whether maybe some supervisory board member could resign or not.
The shareholder structure has changed, so maybe some of them will decide to step down. We don't know, but we'll see. We will wait some days to see whether this decision will be taken. If no decision will be taken in that respect, we have a formal instrument to adapt, to change, and to manage the supervisory board. We will use it in case nothing happens. As soon as the supervisory board will be a clear feature of the present shareholder structure, at that point, we will start engaging the supervisory board with a working group and we're also showing to the supervisory board when we think the value can be executed, can be achieved, and also maybe with some commercial proposal in order to put in place. I'll make an example.
MFE Advertising is already acting in the interest of ProSieben selling some of their audiences and whatever. If a commercial agreement can be enlarged, that's an example. We will certainly look at the technology to see whether, we are sure, but where we can get these synergies and the advantages in a larger scale and in a faster way. A clear example is, are we going to use the Italian-Spanish streaming platform or the joint platform? That's a pretty objective decision to take. We don't care, frankly. The cheaper and the more efficient and effective it is, the better it is for everyone. No one will choose a platform because of the technology as soon as the technology is state-of-the-art. I think that's another pretty easy goal to achieve. All the projects in that respect will be put on the table. A working group will be set up.
As I said before, formality before the execution will certainly be applied in terms of being sure that we are acting in the best interests of all shareholders, so MFE and ProSieben. That's the process we are going to tackle, I believe, in the next couple of weeks. That's also the reason for which we are not expecting anything before 2026. As far as the non-core and non-core assets, I think we were pretty clear already a long time ago. We think that we are a publisher. We think that we need to focus all our resources on media. We don't think we have money to invest somewhere else. I mean, if we have not used cash, it's better to rent them to shareholders. They can diversify by themselves. We don't think it's our objective to diversify. We need to make the media assets working.
Clearly, you know, and I already said that the ProSieben debt level is pretty high. I think that, and I hope, because I don't know, that some of the assets that today are considered non-core and we used to reduce debt, we need to reduce debt to invest in content. Non-core assets will be the main gathering to put in the engine of the content and to reinforce the content power of ProSieben. Again, the portfolio of assets in ProSieben is pretty large. Sorry to repeat it, we don't have access to any of the information. If you ask me what kind of assets you are going to sell, I simply don't know. We will ask the Supervisory Board to conduct a pretty detailed analysis and assessment of any single asset that is not core to see whether it's better to dispose, to shut down, to merge.
That's something that the Supervisory Board will put, in our opinion, as one of the first priorities. I repeat it. We need the resources to invest in content. On the other end, we think that the complexity of running three different businesses as it is ProSieben today is also affecting a little bit the focus on the core business of the management because it's really a huge achievement to take care about companies that are running from Australia to the U.S. and from different sectors, different technology. I think that reducing the scope of activity is also helping the focus on media, and also the result of the focus will be appreciated by all shareholders.
Thank you. That's very helpful.
Thank you. Your next question today comes from the line of Andrea Randone from Intermonte. Please go ahead.
Thank you. Good morning to everybody. I have a couple of questions. The first one is a very easy one. When do you think you should start consolidating ProSieben ? The second one is about the full combination scenario. You are clearly indicating you are now in the intermediate scenario, but I wonder if you can comment on when you might trigger the full combination scenario and if this decision is in your hands in theory. Thank you.
First answer, 1st of October 2025, last quarter, is the start of the line-by-line consolidation method. As far as other scenarios, I mean, we also stated clearly in the info memo, we were targeting a larger influence on the company, not the full integration. Clearly, we were forced to launch a tender offer up to 100% because that's the law. We are sticking with this scenario. We are not planning anything else for the next six, 12 months. We are now very focused on executing what I told you through the listed company and the entity that we can talk about, and it's the Supervisory Board. That's where we stand. No other news on that respect will come out in the next six to 12 months.
Thank you. Very clear.
Thank you. Your next question comes from the line of Jerome Boden from ODDO BHF. Please go ahead.
Yes. Good morning. Thanks for taking my question. Three of them. The first one in content production. Do you plan to create a common structure between MFE and ProSieben on production capabilities, with Red Arrow, Medusa, Tatooine, or will you remain fully local on that side? That's my first question. Second, two quick follow-ups on governance. The first one is the so-called domination agreement. Is it a likely scenario with ProSieben? Secondly, regarding the board, you answered on ProSieben, but I was wondering, same question for MFE. Do you plan to change the board of MFE by integrating German board members? Lastly, a quick follow-up on the ProSieben non-core asset. I'm not sure if the cost synergies plan that you detailed includes or not the non-core business of ProSieben like Flaconi and the dating business on the cost base. Thank you.
Let's start from the content. The answer is no. As you have seen in the split of the packets, the content part is very small, almost immaterial, and it's not implying any content hub or content production hub. We think that there can be some sharing experience advantage that in any case we didn't value. We think that sharing experience and maybe sharing also best practices can help, but they are not included in the amount shown. We are not planning any domination agreement. Sorry, I forgot to say it before in the sense that we are not planning any different scenario in terms of control mistake in the next six to 12 months. A domination agreement is certainly part of this non-foreseeable action we are going to undertake.
As far as the MFE board is concerned, clearly, we have no, meaning MFE , we have no plan to do anything on that until the next renewal that is in 2027. Clearly, if shareholders are willing to change, it's their task and their rights if you want. It's an answer you should ask to them. For the company, as far as the company is concerned, we have no plan in that respect. No synergies are expected from non-core assets. As we explained in the presentation, we have excluded the cost base and the revenue base from our, let's say, synergic calculation. We always refer only to the media business.
Thank you. We will now go to the next question. One moment, please. Your next question comes from the line of Iñigo Egusquiza from Kepler Cheuvreux. Please go ahead.
Thank you. Good morning all. Thanks for the presentation and thanks for taking my questions. Most of them have been already answered, but just two quick follow-ups from my side. The first one is just a clarification on the consolidation of ProSieben . I mean, the idea is to consolidate, obviously, globally as from 2026 and eliminating, I guess, the minorities. For 2025, you mentioned that the idea is to consolidate three months from October. This is the first question. The second one is a follow-up on the dividend policy of Mediaforeurope. You said that you are maintaining a stable policy, but could you please remind us what is the policy in terms of payout for the company? Thank you.
As far as the MFE dividend policy, we are confirming that not lower than 50% of the net profit. That was and still is the dividend policy, the MFE dividend policy. As far as consolidation, in reality, we start from 1st of October, and clearly, we are going on in that respect also in 2026. It will be a line-by-line, 100% consolidation. Clearly, before the net profit, we will have the stripping out of the third-party result being profits or losses, clearly, we would see. That's pretty straightforward. Did I forget something? Probably not. Okay. Thank you.
Thank you. Thank you.
Thank you. We will now go to the next question. Your next question comes from the line of Milo Silvestre from Equita. Please go ahead.
Good morning, everybody. Two questions from my side. The first one concerns ProSieben top line, which is still suffering, both in terms of viewers advertising and in terms of audience share. Here, I was wondering the main levers that you have to stabilize this top line in the short to medium term. The second one, if you can provide some idea concerning the combined free cash flow when synergies will be at full regime.
I mean, two very difficult questions to answer in the sense that, as I said before, we don't have access to any specific information you don't have. As you can see from the balance sheet, there are not a lot of them. We believe in what we did in Italy. Maybe Germany is different. We think that the main focus will be brands. Brands, meaning not only, let's say, producing the TV show, but the fact that we need, let's say, to take care about talent. We need to take care about engagement. We need to take care about promotion. That's something that's frankly changed in the last 20 years. We think that we can share experience. As I said, we think that clearly may be applied on different formats, different contents, different time slots, or whatever.
The curation that we are applying on content in Italy, I think it's important as an example of what can be, let's say, the normal curation that a 2025 media company should apply on. Clearly, from outside, we were not so inclined to follow, for instance, ProSieben i n saying that they will focus all the effort on Joyn, on the streaming. We don't think there are different, let's say, strategies for different platforms. We need to produce the better content, the premium content, at, let's say, the maximum level. The distribution decision is important, is crucial, but is in any case not the priority. We will focus on content and less on distribution because we think that that's the only way we can stay alive in terms of profitability. The streaming world is difficult. It's dominated by giants.
Frankly, we are going to be larger than in the past, but probably our size will not be sufficient to compete on, let's say, on the same level. We need to find our part of the market. We think that focusing on local content and to raise our brands in the best way and to manage engagements will be our main objective in all the countries we are going to operate. As I said, for the time being, having no access to any kind of information, frankly, a more precise answer cannot be rendered. Same for cash flow because we don't know detailed cash flow coming from ProSieben, apart from the one that is disclosed in the official account. Frankly, we are not in the conditions to tell you more because, for instance, I'll tell you something we don't know and you don't know as well.
We don't know the net free cash flow of the different divisions. We don't know how much is the net free cash flow of entertainment, of dating, and newcomers. That's clearly our information without which it's very hard to answer to your question. In any case, as soon as we will have access to them, we can grade that information.
Gracias .
Thank you. We have one further question. The question is a follow-up from Julien Roch from Barclays. Please go ahead.
Yes, it's me again. It's such a great call. I have many more questions. If nobody resigns on the ProSieben supervisory board and you can't exert your control as fast as you'd like, would you consider calling an AGM to change the board, or will you wait for the AGM next May? That's my first question. Marco, you confirmed, oh, yeah, you want to answer?
I mean, otherwise, I will forget it. You have several questions, so it's better to answer one by one rather than two. I'm sure a Supervisory Board member will be sufficiently professional to take action. In a pure theoretical case, if nothing happens, we will not wait at the next AGM. As I said, I think that will not happen.
Okay. The second one is, you reminded us that the dividend policy is 50% of net profit, and you will continue to do so. The new profit is going to be much higher because the deal is very lucrative. Are you telling us that the dividend is going to go up a lot, like 30%, 40%, 50%? Will you do 50% on Italy and Spain only so you can deliver faster?
Yes, I mean, we are confirming the dividend policy. You know, also in the past, as far as MFE is concerned, I mean, we need to have a solid balance sheet structure. Frankly, today, the leverage, it's crucial. The leverage at ProSieben level and clearly also at the consolidated level, it's an important factor. As I said, we need to invest in content as well. The dividend policy will stay, but clearly, let's say, investment will be evaluated. Once all the synergy will be achieved, then clearly we will see where we will be, in the sense that it's a little bit too far away. The dividend policy today is not different. We will provide our shareholders with the same dividend policies we were having before, even if the profit will go up.
Okay, it is 50% of the reported net income, including synergies, just to be sure.
Yeah, yeah. That's the point. If there are no other M&A, I mean, clearly, clearly next year will be that one. The more you go forward, if the other acquisition will be, other investment to carry it out, I mean, we will certainly update. Leverage will be important as well. Are we going to sell the non-core assets or not? Dating what is going to happen. There are many elements, but the dividend policy is concurrent. Clearly, all the synergy will be distributed if not needed for any other strategic investment.
Okay. Lastly, you told us that nothing will happen in the next six to 12 months in terms of domination agreement, delisting, things like that. You actually can buy ProSieben on the market without telling us, as you don't have any disclosure threshold above 75%, and without paying a premium. ProSieben has gone down a lot, so it's cheap again. The more you own, the more you control, the easier it is to delist. Are you considering buying ProSieben shares on the market?
Is it a suggestion or? No, no, that's a joke. No, that's true. Clearly, we did the offer. I mean, now it's over, but the value of the offer, it's EUR 9.4 today. The shareholders that didn't tender, they are playing a different kind of scenario that I don't know. It's true. From the formal point of view, we have no communication obligation, if you want. We can buy on the market at any price. As I said, for the time being, we have no plan for that. You're right. Formally speaking, we can buy on the market at the price we want.
Gracias.
Ciao.
Okay. Thank you very much, Marco, Matteo, and Paola. Thank you guys for the time today. The Investigation Department will be available for any questions you may have. G razie.
Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.