Everything as expected. The Mediaset shareholders' meeting approved the merger between the Alfa company, Mediaset Mediaset España and Mediaset Investment NV which will lead to the birth of MediaforEurope, a pan-European holding company listed in both Madrid and Milan, with tax headquarters in Italy and registered office in Amsterdam. Mediaset has "already launched promising dialogues for a pan-European future" with Prosiebensat and with "other leading operators", announced the president of Mediaset, Fedele Confalonieri in the Assembly".
The project received the favorable vote of 78% of the capital present, equal to 48,9% of the share capital. Against the remaining 21%. At 12 it is the assembly of Mediaset Espana which will have to approve the plan with an absolute majority.
However, the continuation of the infighting with Vivendi who even before the start of the assembly announced what will happen in the next few days: “The extraordinary meeting of Mediaset shareholders held today is illegal because its board of directors prevented Simon Fiduciaria from voting, based on an interpretation of the Italian law on the media that is contrary to the EU treaties”, reads a note. “Vivendi – continues the press release – will resort to any legal instrument in all relevant jurisdictions and countries to challenge the legality of the proposed new transaction structure, both on the basis of national and European laws”.
Indeed, in the morning Mediaset's board of directors formalized the exclusion from the trust assembly which, due to the Gasparri law on telecommunications (Vivendi has shares in both Mediaset and Tim) holds 19,2% of the capital and 19,9% of the voting rights of Vivendi in Mediaset.
"The board of Mediaset - reads the note from the Cologno Monzese group - has taken note of the order issued by the Court of Milan and with reference to today's meeting has decided to oppose Simon Fiduciaria's request to exercise voting rights and the related powers inherent in Simon's participation and therefore not to allow him access to the meeting proceedings”. "Otherwise - continues the press release - the board of directors decided not to oppose Vivendi's request to participate in the meeting with 9,61% and to exercise voting rights".
The decision of the board of directors has de facto sanctioned the victory of Mediaset in the meeting. Vivendi's vote against, of the proxy advisor ISS and the abstention of Eurizon Capital Sgr, numbers in hand, were not enough to scuttle the merger project. In fact, 62,58% of the share capital was present at the meeting and Fininvest, with its 45,8% of the voting rights, largely exceeded the two-thirds of the votes needed to approve the resolution, representing approximately 73% of the votes present.
However, the French did not give up having their say during the meeting: “This merger will result in a total and immediate cancellation of minority shareholders' rights, without even acknowledging premium payments to minority investors.”
In addition to legal proceedings, however, Vivendi also has another card in hand: the one relating to the exercise of the right of withdrawal. The merger project is in fact conditioned by a few stakes. Among the rules established is the one concerning the fact that the withdrawal requests that the shareholders can present must not exceed 180 million euros. Calculator in hand, if the French exercised the right of withdrawal on their share, the total amount to be paid to Vivendi would be around 350 million euros, almost double the 180 million expected in June as a maximum ceiling. The battle continues.
In Piazza Affari, Mediaset shares gained 2,4% to 2,847 euros, while in Paris Vivendi was tied. +2,95% in Madrid for Mediaset España.
