Vivendi has suffered a reverse in its ongoing battle to prevent the creation of a new merged Mediaset group after a Dutch court rejected an attempt by the French media giant to have the creation of Mediaset’s proposed Dutch-registered holding company for the venture suspended.
The court ruled that there were no grounds to suspend the creation of MediaForEurope, Mediaset’s planned holding company for its currently separately listed Italian and Spanish arms. It said that the question of whether the structure of the merged entity was contrary to Dutch rules could not be decided in summary proceedings.
According to Vivendi’s account, the court decision hinged on changes agreed by Mediaset at a recent EGM to the articles of association of the new company – changes that Vivendi has rejected as cosmetic.
The French company, which holds a large stake in Mediaset, has also claimed that Mediaset acted illegally by excluding Simon Fiduciaria from its EGM. The latter holds a 19.19% in the Italian company in trust for Vivendi to meet an Italian media ownership regulation – the so-called TUSMAR rule that Vivendi has also challenged, citing the non-binding opinion of the EU Advocate General on the matter.
The Dutch ruling leaves open the possibility for Vivendi to pursue a new action when a notary is ready to declare the merger valid.
The merger plan remains suspended in Spain, where Vivendi recently secured a second court victory confirming an earlier ruling that the agreement should be frozen pending a further ruling later this year.
That ruling led Mediaset to file its merger plan with the Dutch register of companies in a move designed to give it an extra six months to complete the project, avoiding a looming March deadline.
“Vivendi has taken note of today’s decision from the Amsterdam Court acting in summary proceedings. Vivendi will appeal against it because if the Mediaset merger plan goes ahead, it will lead to disproportionate damage to all minority shareholders,” said a Vivendi spokesperson of the Dutch court decision.
“The court ruled that no full debate was possible because of the new merger proposal issued by Mediaset a few days ago. The new proposal first needs to be assessed by a notary. If the notary decides that the merger could go ahead, the Court has said that Vivendi can lodge a new application for interim measures. In the meantime, the decision from the Spanish Court of Appeal on February 17 means that the merger remains suspended until a decision on the merits has been taken later in the Summer.”
Mediaset meanwhile said that the Amsterdam court had “rejected all of Vivendi’s claims” and asserted that “the MFE-MediaForEurope project is therefore confirmed and proceeding”.