The general meeting of shareholders of Rush has approved this Friday in an extraordinary meeting the removal of Javier Monzón as president of the communication group's board of directors at the proposal of its main shareholder, Amber Capital.
As sources familiar with the decision have confirmed to Europa Press, the venture capital firm, which is Prisa's largest shareholder with 29.84% of the capital, has included this morning at the last minute on the agenda of the extraordinary meeting the proposed cessation of Monzón. The removal of the chairman of the board of directors of Prisa has had the support of shareholders owning 52.2% of the capital, among which is Telefónica, whose participation in the communication group amounts to 9.4443%.
Market sources have explained that Telefónica has decided to support the impeachment proposal de Monzón with the aim of defending the interest of its shareholders after the latest events in Prisa as a result of the unsolicited purchase offer made by Asturian businessman Blas Herrero, owner of Kiss FM, on its press and radio assets.
Although the operator considers its investment in Prisa as a non-strategic asset and your stake is up for sale While waiting for the market situation to improve and to be able to obtain an adequate price for it, Telefónica considers it necessary to have "seriousness and professionalism" in the management of the assets in which it is present.
Thus, the telecommunications company believe that the offer launched by Blas Herrero has highlighted a situation that does not maximize the value of the company and in which it seems that "Anyone can make an offer, in any way and at any price" by Prisa, which is a "very clear symptom that another management and leadership is needed."
Sources indicate that Telefónica's intention is to continue with its current policy of not joining the board of directors of Prisa or interfering in its management, but they point out that, after the events of the last few days, it was evident that a change was needed heading in the communication group.
Prisa's board of directors plans to meet next week to study the appointment of a new president and to analyze the company's situation.
On the other hand, Prisa has also reported that Sonia Dulá has communicated by letter her resignation as a member of the council and, consequently, as a member of the Executive Committee, the Audit, Risk and Compliance Committee and the Appointments, Remuneration and Corporate Governance Committee. Dulá points out that her resignation is due to the fact that, due to "new personal and professional circumstances", it is impossible for her to dedicate the necessary time and pay the necessary attention to the position of independent director of Prisa.
PRESIDENT SINCE 2019
Monzón has announced the call for this afternoon of a Board of Directors to address requests for termination, according to EFE. Monzón has ensured that other shareholders with whom he has spoken, about whom he has not given more information, were not aware of these dismissal requests. For this reason, it has considered that in order to do so in an orderly and rigorous manner, a Board of Directors must be convened so that a criterion can be formed and the majority of the shareholders can respond.
Monsoon entered the Council of Prisa in November 2017 as an independent after having held the presidency of Indra from its creation in 1993 to 2015. In February 2018, he was appointed vice-president of Prisa and since January 1, 2019, he has been president of the board of directors.
He has developed his professional activity in the business field in the financial and technological sectors. He was director of Corporate Banking at Cajamadrid and managing partner of Corporate Finance at Arthur Andersen; CFO and CEO of Corporate Development at Telefónica, where he was also President of Telefónica Internacional.
OTHER ITEMS ON THE BOARD
On the other hand, the extraordinary general meeting of shareholders of Prisa has also given the go-ahead to the sale of Santillana Spain to the Finnish group Sanoma for 465 million euros, which represents a multiple of 9.6 times the average gross operating profit (Ebitda) of the educational cycle for the 2017/2019 period.
Prisa highlights that this figure is above the multiples of the main comparable transactions in the sector, as well as that this amount will be paid in full in cash at the close of the operation, after discounting the business's net debt as of June 30, 2020 object of the transaction, estimated at 51 million euros. The sale will generate a capital gain for Prisa estimated at 385 million euros.
The Board has also endorsed a text updated of the remuneration policy for directors, which will be applicable for the years 2020 and 2021; as well as the amendment of articles 15 and 24 of the Company Bylaws, which pursue the objective of adapting their content to the latest developments in legislation and to the changes introduced in the Code of Good Governance of Listed Companies.
On the other hand, the Extraordinary Meeting has also been informed of the modifications introduced in the Regulations of the Prisa Board of Directors, which aim to adapt this text to various legislative changes and to the new version of the Code of Good Governance of Listed Companies.
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