Vivendi has triggered a request for a meeting of Telecom Italia’s shareholders to appoint new auditors and has called for the dismissal of chairman Fulvio Conti and four other board members nominated by its rival for control of the Italian telco, Elliott Management.
Vivendi has proposed the nomination of Franco Bernabè, Rob van der Valk, Flavia Mazzarella, Gabriele Galateri di Genola and Frencesco Vatalaro to replace Elliott-nominated directors Conti, Alfredo Altavilla, Massimo Ferrari, Dante Roscini and Paolo Giannotti de Ponti.
Vivendi said that Elliott had sought to obtain the votes of shareholders at the May 4 meeting that saw control of the company pass from Vivendi to the hedge fund and its allies by saying it would continue to support the management team led by Vivendi appointee Amos Genish but had then engineered Genish’s dismissal in November “without legal basis” and “in violation of responsible corporate governance practice”, having worked to undermine the CEO in the interim.
Vivendi accused Elliott of seeking shareholder support by misleading shareholders as to its true intentions – a break-up of the company – and of shielding its own investment from the sharp fall in TIM’s share price under its watch by entering into a collar agreement with JP Morgan last April.
Vivendi accused Conti of acting as an executive director, engineering a controversial write-down of assets while refusing to allow the board to discuss recovery plans put forwards by Genish, and of then securing Genish’s dismissal while the latter was outside the country.
Vivendi, in its request for a shareholders meeting to be called, also slammed the failure of the TIM board to call a meeting to appoint an external auditor and called on it to convene the meeting “as soon as possible” to appoint new auditors “as required by applicable law provisions”.
Vivendi said that, as a shareholder that had invested approvimately €4 billion in TIM, it “cultivates a long-term perspective” to “maximise the value growth” of the business, and argued that it was “essential” that the current governance of the company “be removed as soon as possible to prevent any further damage”.
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