Vivendi has secured a victory in its battle to secure representation of its views on Mediaset’s plans for a pan-European holding company and merger with Mediaset España at a forthcoming shareholder vote. However, Simon Fiduciaria, the trust in which the bulk of Vivendi’s shares are held to comply with Italian media law, will not be able to vote.
The Court of Milan recognised Vivendi’s right to attend and vot eon the deal, meaning that Vivendi will be able to cast its voting share of 9.99% against the proposed merger at the extraordinary general meeting of shareholders in two days time.
Vivendi welcomed the decision and confirmed that it would vote agains the merger and creation of the new Dutch-registered holding company, MediaForEurope (MFE). It said it had come to this decision after having assessed the rights, or lack thereof, that minority shareholders, Vivendi in particular, would have under the proposed MFE bylaws.
Mediaset meanwhile noted with “satisfaction” that the Milan Court had not rule that Simon Fiduciaria’s 19.8% stake could be joined to Vivendi’s block of shares in opposition to the deal.
Vivendi had been blocked from voting at a shareholder meeting in April that approved the allocation of multiple voting rights to long-term shareholders, a move that was seen as being designed to cement Fininvest and the Berlusconi family’s control of the media group.
The judgement has already been subject to disputed interpretations regarding its implications for Simon Fiducaria’s stake, as reported by Italian press. According to Il Sole 24 Ore, Vivendi has claimed that the judgement does not concern the Simon Fiducaria stake, while Mediaset said that the court accepted that Simon Fiducaria’s right to exercise its 19.19% voting right was effectively frozen.
Vivendi applied to the court to have its voting rights recognised a week ago after Mediaset filed a complaint with Italian markets regulator CONSOB that the French media giant was attempting to manipulate Mediaset’s share price downwards.
Mediaset 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 was also sent to communications regulator AGCOM, which is tasked with monitoring Vivendi’s compliance or non-compliance with the Italian law that prevents companies from simultaneously holding stakes in media and telecommunications firms. Vivendi passed the bulk of its shares in Mediaset to Simon Fiducaria in order to comply with the rule as it is also the biggest shareholder in Telecom Italia.