A long weekend of work, with moments of tension between the parties and some minimal risk of a new stop (for issues concerning Dutch law on the issue of shareholdings and the threshold of the takeover bid) in the negotiation between lawyers. The last 72 hours have been intense and demanding for Mediaset, the shareholder Fininvest and the shareholder Vivendi. But in the end, as already anticipated on 28 April by MF-Milano Finanza, five years after the start of the conflict – the agreement of April 2016 for the purchase of the former Premium pay TV not respected by the French – everything is and resolved for the best with a grave and definitive agreement developed by the lawyers Luca Fossati, of the Chiomenti firm, on behalf of the holding company of the Berlusconi family and for Giuseppe Scassellati-Sforzolini, of the law firm Cleary Gottlieb,
The agreement officially reached today provides for the closure of all cases and cross complaints which could also lead to a block or a review of the investigation opened for market manipulation by the Milan Public Prosecutor and which sees the same Bollore and the arm investigated right Arnaude de Puyfontaine, also in light of the judgments of the Civil Court regarding the legal actions brought by Mediaset and relating to compensation for damages (3 billion) for the failure to purchase Premium and for the attempted hostile takeover in the Biscione capital.
The French undertake to sell the 19.19%, currently frozen in the SimonFid trust but whose possession was regained after the ruling of the Lazio TAR, which implemented the opinion of the EU Court of Justice last year, over a period of time of 5 years: 20% for each year of this participation will be sold on the market, in blocks, unless the title of the Cologno Monzese TV network skyrockets above the threshold of 3 euros per share. In detail, one fifth of the share will be sold every year starting from the closing date at a minimum price of 2.75 euros in year one, 2.80 euros in year two, 2.90 euros in year three, 3 euros in year four and € 3.10 in year five. Vivendi will have the right to sell the
At the same time, and indeed in a much shorter time, Fininvest will acquire 5% of the remaining 9.6% in the hands of Vivendi for a value of just under 160 million (2.70 euros per share), while the French group will keep in charge the remaining 4.61% in the portfolio. Before these divestments, however, Mediaset detaches an extraordinary dividend of € 0.30 per share that will allow Bollore to collect 100-105 million. The holding headed by Marina Berlusconi, on the other hand, will obtain exactly the amount that it will then have to pay to the transalpine group: 155-156 million. Furthermore, “Fininvest will have the right to purchase any unsold shares in each twelve-month period, at the established annual price”, is specified in the joint press release.
In this way, the French would have to return a substantial part of the initial investment made when they bought the shares today in charge at 3.7 euros per share, compared to today’s closing of 2.69 euros, which is equivalent to a latent capital loss on the entire stake of 28.8% of 343 million euros.
As regards the future governance of Mediaset in the Netherlands, once the two meetings of May 27 and June 23 have approved the transfer of the group’s registered office – the fiscal one remains in Italy – Vivendi has undertaken not to present any slate for the renewal of the board of directors: will vote for the candidates presented by Assogestioni.
Furthermore, Dailymotion, a subsidiary of Vivendi, has agreed to make a payment of 26.3 million for the settlement of the copyright dispute with Rti and Medusa, a company of the Mediaset group. Closing is expected on 22 July.
Finally, in the document there is Bollore’s commitment not to interfere in Mediaset’s business with regard to development, growth and acquisition plans, including abroad, in the free-to-air TV business, which is not, among other things, a business of Vivendi’s interest. In other words, on the German ProsiebenSat.1, Biscione, today the first shareholder with 24.9%, will have absolute freedom of action. On the other hand, the game being played in France on the M6 ​​radio-TV pole sold by RTL (Bertelsmann group) remains out of the agreement, for which both the Italian network and the transalpine group are in the running, in addition to the big TV Tf1. (Bouygues), Altice, the editors of Le Monde Xavier Niel and Matthieu Pigasse together with Pierre Antoine Capton, supported by Bernard Arnault (Lvmh) and finally Daniel Kretinsky.
