LMDV Pulls Back From Potential SEIF Offer After Valuation Stalls and 82.9% Threshold Looms
Key Facts
LMDV Media said on October 29 that it does not currently intend to promote a potential takeover offer for Società Editoriale Il Fatto after being unable to access the information needed for a full valuation. No formal, complete offer had been launched; the company had been considering an offer conditional on completion of due diligence. The announcement came a day after SEIF’s board rejected LMDV’s request for confirmatory due diligence. SEIF had said the initiative was neither requested nor approved by the company. The offer process therefore stopped at the valuation stage, while the possibility of future contact remained open, according to statements by the chairman of LMDV Capital.
Another obstacle emerged in the position of the founding shareholders, who announced on October 25 that they did not intend to participate in any offer of this kind. The founders collectively hold a majority of SEIF’s voting rights. The proposed offer’s effectiveness was conditional on reaching 82.9% of share capital carrying voting rights. Reuters said the founders’ refusal made reaching that threshold impossible. Their position, together with the board’s refusal to grant due diligence, prevented LMDV from completing the valuation it said was necessary before proceeding with the offer.
The proposed review was intended to assess the company’s economic and financial position, taking into account its auditor KPMG’s going-concern warnings. Its scope included interim financial statements through June 30, 2026, and consolidated statements through December 31, 2025. LMDV also wanted to analyze SEIF’s operating and cash needs in the following years. Based on preliminary estimates, the company estimated that potential additional funding to support business and editorial continuity might not exceed 4 million euros. The review would have allowed it to estimate cash and operating needs over 24 months, information it said it could not access to conduct a full valuation.
Financial results showed improvement in some indicators in the first half of 2026, with production value reaching 19.134 million euros, compared with 18.044 million in the same period of 2025. EBITDA rose to 2.122 million euros from 1.047 million. But the company posted a net loss of 283 thousand euros, compared with a loss of 1.599 million euros in the first half of the previous year. Net financial debt stood at 4.905 million euros on June 30, 2026. For fiscal 2025, the consolidated net loss was 2.586 million euros, versus 1.731 million in 2024, while net financial debt rose to 4.951 million euros from 3.422 million.
SEIF shares had rallied ahead of the withdrawal announcement amid expectations of a potential offer. On October 26, the stock rose 19% to 0.262 euros after the announcement that due diligence had begun in preparation for the offer. In the following session, it gained 4.6% to 0.272 euros, after rising 18% in the previous session, and approached the potential offer price of 0.286 euros. These prices reflect the stock’s movement before LMDV’s decision, announced on October 29. Leonardo Maria Del Vecchio, chairman of LMDV Capital, said the company respected the founders’ decision. He added: "Our door remains open to Il Fatto, as well as to every publisher seeking to build free and sustainable media."
SEIF was founded in Rome in 2009 and describes itself as an independent media company that publishes the newspaper Il Fatto Quotidiano and its news website, as well as MillenniuM magazine and the Paper First publishing house. LMDV holds a 30% stake in Il Giornale, which was previously owned by the Berlusconi family. Regarding the proposed offer, LMDV said the golden share it intended to offer would give it veto rights over the appointment or dismissal of the editor-in-chief, changes to the editorial line or newspaper format, the disposal of the brand and dividend distributions. It also pledged, if the offer were completed, not to distribute dividends for nine years and to reinvest profits in the newspaper, editorial operations and technology. The company did not set a new timetable for proceeding with the offer, saying only that its door remained open to Il Fatto and publishers seeking to build free and sustainable media.