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Vivendi to appeal as Italian court rejects bid to stop Mediaset merger

Vivendi has vowed to appeal a court ruling in Milan that rejected its request to suspend the creation of Mediaset’s new combined pan-European holding company – MediaForEurope – to house the merged Italian and Spanish arms of the company.

The French media giant criticised the court ruling, arguing that it had limited itself to evaluating the consequences of a suspension of the merger process for both parties and concluded that the prejudice for Vivendi would not be irreparable to the extent that it could claim for damages.

In the view of the judge, a ruling against Mediaset, on the other hand, would mean that the Italian company would suffer more consequential damage because the creation of MediaForEurope was crucial to its strategy.

Vivendi said it was confident that “recent judicial decisions and opinions” in the long-running dispute – notably the expressed view of the Advocate General of the Court of Justice of the European Union that the Italian law that prevented Vivendi from holding simultaneous large stakes in Mediaset and Telecom italia was too restrictive – “will ultimately prove it is right”.

Vivendi was forced by that law to place most of its stake in Mediaset in trust with Simon Fiduciaria, which was prevented from attending and voting at the EGM that removed certain clauses in the agreement to which Vivendi had objected, and which gave a green light to the MediaForEurope plan.

The Advocate General’s opinion does not in itself have legal force.

Vivendi has taken separate legal action against the creation of MediaForEurope in the Netherlands and Spain. A hearing at an Amsterdam Court will take place on February 10.

In Spain, a court ruling at the end of last year accepted Vivendi’s case that the creation of MediaForEurope should be frozen, pending a further ruling. A hearing will be held in that country on February 6, following the annulation of the clauses in the merger agreement in Spain that have already been eliminated by Mediaset’s Italian EGM.

“Vivendi remains fully convinced that the Mediaset merger plan severely harms the interests of minority shareholders. It also continues to believe that the Mediaset board’s decision to repeatedly exclude certain minority shareholders from voting, relying on an interpretation of the Italian media law which has been severely challenged by the Advocate General of the CJEU, will ultimately be rejected in court,” Vivendi said in its statement.

Mediaset meanwhile issued a short statement noting that the Milan court had rejected Vivendi’s and Simon Fiduciaria’s petitions and said that the MediaForEurope project was “therefore confirmed and proceeds”.