The Milan court considering Vivendi’s case against Mediaset’s plan to merge its Italian and Spanish operations has adjourned a hearing due to be held at the end of last week until next Friday, giving the parties an additional week to come to some kind of agreement.
Mediaset’s board has meanwhile called for an EGM of shareholders on January 10 to consider the proposed changes to the articles of association of MediaForEurope, the new holding company Mediaset wants to set up for the merger, and of its special voting shares. Vivendi had objected to these on the grounds that they were prejudicial to the interests of minority shareholders, securing a ruling in Spain that put the merger plan on hold.
Mediaset said its board had taken note of “the fact that…[the] attempt at conciliation has not, as things stand, resulted in a positive outcome” and said that it was “clear that the MFE project is essential for the future of the Mediaset group, as well as for its shareholders and stakeholders, who would suffer serious damage if it were not carried out”.
It said that it was calling an EGM to approve changes the article suggested by the court and also to secure “the approval of additional amendments – aimed at further aligning some specific governance-related aspects with current best practices”.
Vivendi believes that it is still not clear that it will be able to exercise the right to vote its Mediaset shares at the January EGM, in particular the 19.19% stake held in trust by Simon Fiduciaria, which has been the subject of an ongoing dispute between the French media giant and the Italian broadcaster.
Vivendi last week indicated it was willing to selling the 19.19% stake held in Mediaset through Simon Fiduciaria at a price half-way between what it paid for it and the withdrawal price offered by Mediaset to shareholders that did not wish to participate in the merger as a ‘goodwill gesture’ to open the way to an agreement with Mediaset.
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