Vivendi has confirmed that it plans to vote against the planned merger of Mediaset into a new MediaForEurope (MFE) holding company along with Mediaset España. The French media group has also filed a request with the Court of Milan to issue an urgent order aimed at preserving its right to both attend Mediaset’s planned EGM on September 4 and vote with its Mediaset shares, representing 9.99% of the Italian media group’s voting rights.
Vivendi said that it had decided to vote against the merger because it had “assessed the rights, or lack of them, that minority shareholders and particularly Vivendi would have under the proposed MFE bylaws”.
Mediaset has planned to give long-term shareholders double voting rights in the new structure, a move that could help preserve effective control of the company by Fininvest, the Berlusconi family’s investment vehicle.
Vivendi’s decision to turn to the Italian court follows a move by Mediaset last week to file a complaint with Italian markets regulator CONSOB that the French media giant was attempting to manipulate Mediaset’s share price downwards.
Mediaset has accused Vivendi of unlawfully manipulating its share price in order to make the deal more difficult to achieve as well as discrediting the rationale behind it.
The complaint filed to CONSOB has also been sent to communications regulator AGCOM, which is tasked with monitoring Vivendi’s compliance or non-compliance with the TUSMAR rule that prevents companies from simultaneously holding stakes in media and telecommunications firms in Italy. Vivendi passed the bulk of its shares in Mediaset to a trust in order to comply with the rule as it is also the biggest shareholder in Telecom Italia.
In order to comply with the TUSMAR ruling, Vivendi passed the bulk of its shares in Mediaset to a blind trust, Simon Fiducaria, which has been blocked from voting in Mediaset’s EGM.
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