Mediaset e Vivendi bury the hatchet. After a storm that lasted five years, "the sun" returns to relations between i two media groups that agreed to modify some agreements reached on 3 May and 22 July 2021, where both renounced all pending lawsuits, to take into account Mediaset's requests to split the shareholding structure. The vote will be submitted during the Mediaset meeting scheduled for November 25th and which will be called to decide on the change of name, in MediaForEurope NV.
Controlled by the family of former Italian Prime Minister Silvio Berlusconi, through Fininvest, Mediaset earlier this year moved its registered office to the Netherlands. “A first step towards creating a pan-European television champion in the entertainment and content sector”, as stated by the group itself. As part of this strategy, Mediaset is proposing to introduce a dual-class share structure, giving each B share a par value equal to 10 times an A share, with a 10 to 1 ratio for voting rights as well. “Such a scheme could allow Mediaset to structure future M&A deals while limiting vote dilution for current core shareholders,” reads the joint statement.
And after 5 years of clashes and legal disputes, Fininvest, Mediaset and Vivendi have finally agreed, with some amendments to the previous agreements. An about-face for the French company which, based on the recommendations of the proxy advisor ISS should have voted against the proposal to introduce a dual-class shareholding structure.
On the other hand, the parties agreed that Vivendi, by voting in favor of the proposal, could exercise the right to vote on its own shares in Mediaset: both on those held directly and on the other subsidiaries through the Simon Trustee.
What is the concrete result of the agreements? Vivendi directly holds 4,8% of Mediaset's voting rights, while a 19,2% stake is held by Simon Fiduciaria. Under the agreement announced today, the French group will sell the entire stake held by the Italian broadcaster within five years to a minimum price of 1,375 euros: the first year, 1,4 euros the second, 1,45 euros the third, 1,5 the fourth and 1,55 in the last, unless the value of the shares makes the operation not very convenient. In any case, the securities may be sold at any time if the price reaches 1,6 euros.
Fininvest in turn will buy the 5% of Mediaset held directly by the French group which will therefore retain a residual share of 4,61% of the company founded by Silvio Berlusconi. Quote that Vincent Bolloré's group will be free “to keep or sell at any time and at any price”.
