Vivendi has accused Mediaset’s board of “dragging their company into serious litigation” after the Italian media group denied Simon Fiduciaria, the trust that holds the bulk of Mediaset shares purchased by Vivendi, the right to vote in a crucial shareholders meeting.
Mediaset’s decision to bar Simon Fiduciaria from attending yesterday’s EGM ensured that its plan to merge with Mediaset España and create a new Netherlands-based holding company to house both groups passed with a large majority. With Simon Fiduciaria barred from exercising its voting rights, the vote was however largely taken over the line by Berlusconi family vehicle Fininvest and its associates on a 63% turnout of shareholders.
Vivendi now says it will “use every legal recourse at its disposal in all relevant jurisdictions to challenge the proposed Media For Europe structure, both under national and European laws”
The French group accused Mediaset of “repeated unlawful decisions” that had “created a detrimental situation of severe legal uncertainty for the company”.
Vivendi strongly opposes the merger on the grounds that it would “result in a total and immediate annihilation of minority shareholder rights, without the payment of any premium to them”, according to the company.
Mediaset immediately responded by saying that its barring of Simon Fiduciaria “simply acknowledged what was established by the Court of Milan” in the legal ruling dispensed earlier this week that allowed Vivendi itself to participate in the meeting, and by regulator AGCOM, which is tasked with monitoring Vivendi’s adherence to the TUSMAR rule that prevents organisations from simultaneously holding stakes in media companies and telecom groups in Italy.
Mediaset president Fedele Confalonieri said at the EGM that Vivendi was “trying to overshadow the industrial value of the MFE-MediaForEurope project” by its actions.
Vivendi’s case may rest on whether the TUSMAR law complies with European Union rules, something that has been thrown in doubt by European Commission legal advice seen by Reuters.
According to the news agency, the advice says that the TUSMAR rule – which states that companies with large stakes in media and telecom organisation s must reduce one of those stakes to under 10% – violates EU rules on freedom of capital movement and freedom to carry out business activities anywhere in the EU.
The EC’s lawyers gave their advice to the European Court of Justice, which is considering the case.
Separately, Vivendi acquired a 1% stake in Mediaset España ahead of the Spanish company’s shareholder meeting on Tuesday. Mediaset currently holds a 51.6% stake in the Spanish broadcaster.