MEDIASET SPA /FI (Form: CB/A, Received: 09/04/2019 16:35:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM CB

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

(AMENDMENT NO. 6)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering)	o
Securities Act Rule 802 (Exchange Offer)	x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)	o
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)	o
Exchange Act Rule 14e-2(d) (Subject Company Response)	o

Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)		o

Mediaset S.p.A.

(Name of Subject Company)

Not applicable

(Translation of Company’s Name into English (if applicable))

Italy

(Jurisdiction of Subject Company’s Incorporation or Organization)

Mediaset Investment N.V.

(Name of Person(s) Furnishing Form)

Ordinary Shares

(Title of Class of Subject Securities)

N/A

(CUSIP Number of Class of Securities (if applicable))

Mediaset S.p.A.

Emanuela Bianchi

Viale Europa no 48

20093 Cologno Monzese Milan

Italy

+39 02 25149588

(Name, Address (including zip code) and Telephone Number (including area code) of Person(s)

Authorized to Receive Notices and Communications on Behalf of Subject Company)

N/A

(Date Tender Offer/Rights Offering Commenced)

PART I — INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

Exhibits.

99.1		Joint Announcement of Mediaset S.p.A. and Mediaset España Comunicación S.A.*

99.2		Notice of call of Mediaset S.p.A. shareholders’ meeting of 4 September 2019*

99.3		Extract from the Notice of call of Mediaset S.p.A. shareholders’ meeting of 4 September 2019*

99.4		Common Merger Plan**

99.5		Schedule 1 to Common Merger Plan — Current Articles of Association of Mediaset Investment N.V.**

99.6		Schedule 2 to Common Merger Plan — Proposed Articles of Association of MFE**

99.7		Schedule 3 to Common Merger Plan — Terms and Conditions for the Initial Allocation of Special Voting Shares A — Mediaset S.p.A.**

99.8		Schedule 4 to Common Merger Plan — Terms and Conditions for the Initial Allocation of Special Voting Shares A — Mediaset España Comunicación, S.A.**

99.9		Schedule 5 to Common Merger Plan — Terms and Conditions for the Special Voting Shares**

99.10		Mediaset S.p.A. Board of Directors Report**

99.11		Mediaset España Comunicación, S.A. Board of Directors Report**

99.12		Mediaset Investment N.V. Board of Directors Report**

99.13		Mediaset S.p.A. Expert Report**

99.14		Mediaset Investment N.V. Expert Report 1**

99.15		Mediaset Investment N.V. Expert Report 2**

99.16		Mediaset España Comunicación, S.A. Expert Report**

99.17		Mediaset Investment N.V. 2017 Annual Report**

99.18		Auditors Report regarding 2017 Financial Statements of Mediaset Investment N.V.**

99.19		Mediaset Investment N.V. 2018 Annual Report**

99.20		Auditors Report regarding 2018 Financial Statements of Mediaset Investment N.V.**

99.21		Proxy Form and Voting Instructions for Mediaset S.p.A. Extraordinary Shareholders’ Meeting on September 4, 2019***

99.22		Mediaset Group 2016 Annual Report****

99.23		Mediaset Group 2017 Annual Report****

99.24		Mediaset Group 2018 Annual Report****

99.25		Mediaset España Comunicación, S.A. 2016 Consolidated Financial Statements and Auditors Report****

99.26		Mediaset España Comunicación, S.A. 2017 Consolidated Financial Statements and Auditors Report****

99.27		Mediaset España Comunicación, S.A. 2018 Consolidated Financial Statements and Auditors Report****

99.28		Mediaset S.p.A. Questions and Answers for Extraordinary Meeting of Shareholders of Mediaset S.p.A. to be held on 4 September 2019*****

99.29		Press Release regarding Results of Initial Allotment of Special Voting Shares A******

99.30		Press Release announcing outcome of Extraordinary Meeting of Shareholders of Mediaset S.p.A.

*		Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB on June 10, 2019.
**		Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A on June 20, 2019.
***		Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A on June 21, 2019.
****		Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A on June 24, 2019.
*****		Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A on July 2, 2019.
******		Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A on August 29, 2019.

Item 2. Informational Legends

This business combination is made for the securities of a foreign company. The business combination is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that the issuer may purchase securities otherwise than in the business combination, such as in open market or privately negotiated purchases.

A legend complying with Rule 802 under the Securities Act of 1933, as amended, was either included in each of the Exhibits listed above or, where the relevant documents were delivered through an electronic medium, presented in a manner reasonably calculated to draw attention to it.

PART II — INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

Not applicable.

PART III — CONSENT TO SERVICE OF PROCESS

Mediaset Investment N.V. filed an irrevocable consent and power of attorney on Form F-X with the Securities and Exchange Commission on June 10, 2019.

PART IV — SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	MEDIASET INVESTMENT N.V.

	By:	/s/ Monica Ballabio
	Name:	Monica Ballabio
	Title:	Director

Date: September 4, 2019

Exhibit 99.30

THIS PRESS RELEASE AND ANY INFORMATION CONTAINED HEREIN MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, OR IN ANY JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

PRESS RELEASE

MEDIASET’S SHAREHOLDERS’ MEETING APPROVES THE CROSS-BORDER MERGER TO CREATE THE HOLDING COMPANY “MFE - MEDIAFOREUROPE N.V.”

Today, the extraordinary shareholders’ meeting of Mediaset S.p.A. (Mediaset) approved the cross-border merger by absorption of Mediaset and Mediaset España Comunicación, S.A. (Mediaset España) with and into Mediaset Investment N.V., a Dutch wholly-owned direct subsidiary of Mediaset, which will be renamed “MFE - MEDIAFOREUROPE N.V.” (MFE - MEDIAFOREUROPE or MFE) and will become the new holding company of the Mediaset Group (the Merger).

The general meeting of shareholders of Mediaset España called to approve the transaction is held today.

As a result of the Merger, the completion of which is subject to the satisfaction of certain conditions precedent as provided by the common cross-border merger plan, all the Mediaset and Mediaset España shares will be cancelled and the shareholders of Mediaset and Mediaset España will receive MFE ordinary shares. In particular, Mediaset shareholders will receive one MFE ordinary share per each Mediaset share owned. MFE will also adopt a special voting mechanism to reward long-term ownership of MFE ordinary shares.

For further information on the Merger, including the right of withdrawal of shareholders who do not participate in the adoption of the resolution on the Merger, press releases as well as all documents relating to the Merger, including the common cross-border merger plan, the explanatory report of the board of directors and the terms and conditions for the special voting shares are available on the Mediaset website (www.mediaset.it). Further information concerning the exercise of the right of withdrawal will be provided in accordance with the applicable laws and regulations.

* * *

It should be noted that the summary report of the votes cast and the minutes of the extraordinary shareholders’ meeting of Mediaset will be made available to the public in accordance with the applicable laws and regulations.

Cologno Monzese, 4 September 2019

Department of Communications & Corporate Image

Tel. +39 0225149301

Fax +39 0225149271

e-mail: direzionecomunicazione@mediaset.it

www.mediaset.it/corporate/

Investor Relations Department

Tel. +39 0225147008

Fax +39 0225148535

e-mail: investor.relations@mediaset.it

http://www.mediaset.it/investor

* * *

IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS

This press release is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This press release should not be construed in any manner as a recommendation to any reader of this press release. No offer of securities shall be made. This press release is not a prospectus, product disclosure statement or other offering document for the purposes of the Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017.

This press release does not represent an offer to the public in Italy, pursuant to Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented, nor in Spain, pursuant to article 35.1 of the restated text of the Securities Market Act approved by Royal Legislative Decree 4/2015, dated 23 October. The release, publication or distribution of this press release in certain jurisdictions may be restricted by law, and therefore persons in such jurisdictions into which this press release is released, published or distributed should inform themselves about and observe such restrictions.

Nothing in this press release constitutes an offer of securities for sale in the United States within the meaning of the Securities Act or in any other jurisdiction where it is unlawful to do so, or a solicitation of votes for the general meeting of shareholders described herein. The securities referred to in this press release have not been, and will not be, registered under the Securities Act or the securities laws of any state in the United States, and any representation to the contrary is a violation of law. The securities referred to in this press release may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, both as defined in Regulation S under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

* * *

US investors disclaimer

The transaction is made for the securities of a foreign company. The transaction is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the documents, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that the issuer may purchase securities otherwise than in the transaction, such as in open market or privately negotiated purchases.