Mediaset has announced the proportion of special voting shares that will be allocated to its shareholders Fininvest – the vehicle of the Berlusconi family – and Vivendi under the terms of the planned merger between Mediaset and Mediaset España within a new Netherlands-based holding company, MediaForEurope.
Under the terms of the proposed merger agreement, special voting shares will be allocated in respect of 74.61% of Mediaset’s capital and 2.2% of Mediaset España’s capital.
Following the merger, assuming that current shareholders maintain unchanged their stakes in the two Mediaset companies, and following the cancellation of treasury shares in the pair and of the shares currently held by Mediaset in Mediaset España, Finvinvest will hold a 35.31% stake in MediaForEurope and 47.88% of the voting rights.
Vivendi will hold a 7.68% stake and 10.42% of the voting rights, while Simon Fiducaria, the trust in which Vivendi has deposited the bulk of its shares to comply with Italian rules about simultaneously holding stakes in media and telecom operators, will hold 15.34% of the shares and 20.81% of the voting rights.
Vivendi and Mediaset are currently engaged in a legal battle over the future of the group, with Vivendi stating its opposition to the merger and indicating that it plans to vote against it because it will deny minority shareholder rights.
Mediaset’s shareholders adopted the special voting shares structure in April at a meeting from which Vivendi was excluded. The voting shares give additional voting rights to long-term shareholders, with the votes per share increasing after two and three years in a move that is widely seen as intended to cement Fininvest’s control of the group.
Vivendi this week fileda 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.
Mediaset earlier moved to file a complaint with Italian markets regulator CONSOB that the French media giant was attempting to manipulate Mediaset’s share price downwards.The complaint filed to CONSOB was also 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.
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