The countdown to the assembly of 4 September called to decide on the birth of MediaforEurope (MFE) has already begun, but the closer we get to the event, the more the clash between Mediaset and Vivendi becomes tough, tense, bitter.
After the complaint presented by Mediaset to Consob in which the Cologno Monzese company accused the French of wanting to "depress the share price" and invited them to "take a public and unequivocal position", Vivendi has decided to respond blow by blow, turning to the Court of Milan in order to obtain "an urgent provision suitable to protect the right to participate and vote, with the shares in your name (equal to 9,99% of the voting rights), in the extraordinary meeting of Mediaset shareholders of 4 September 2019" . The announcement came through a note, in which the transalpine group specifies that "At the meeting of 4 September, Vivendi intends to vote against the proposed merger of Mediaset with Media for Europe NV (MFE), having assessed the rights that would be recognised, or denied, to the minority shareholders, and to Vivendi in particular, by the proposed by-laws of MFE”.
The unequivocal words requested by Mediaset have therefore arrived, but they go in the opposite direction to what the top management of the Italian company had hoped for, putting jeopardize the merger between Mediaset, Mediaset España and Mediaset Investment NV which should lead to the birth of the MediaforEurope holding company.
Not so much for the announced decision to vote against the merger – Fininvest and the Doris family together have no rivals – but for the node concerning the rights of withdrawal. Vivendi directly holds 9,99% of the share capital of Mediaset. The other shares previously purchased, equal to 19,2% of the capital, are instead in the hands of the Simon Fiduciaria trust (after two separate pronouncements by the judiciary) and the French have no "power" over them. But the 9,9 percent already mentioned could still be enough to create many problems for the future reorganization due to what was established in June by the board of directors of the three companies close to the merger on the right of withdrawal.
The operation is indeed conditioned by some stakesfirst of all: the withdrawal requests that the shareholders will have to present must not exceed 180 million euros. In any case, shareholders who do not participate in the approval of the merger resolution by the shareholders' meeting will be entitled to the right of withdrawal which provides for the payment of 2,770 euros (6,5444 euros for Mediaset España) for each share held. Calculator in hand, if in the context of the meeting of 4 September 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. This is the real threat posed by Vivendi. However, it should be kept in mind that, in the event that the right of withdrawal is exercised, the company led by Bolloré risks facing a capital loss of no small importance. As he points out Starmag “the French group has the entire stake at a value of 3,70 euros per share and today with the share below 3 euros”. Mediaset's exit from the capital will therefore entail a loss of some hundreds of millions.
The battle between the two shareholders weighs on the share: in Piazza Affari, Mediaset shares drop 1,4% to 2,93 euros, while in Madrid, Mediaset España travels just above parity at 6 euros per share.
Despite the clash with Vivendi, Mediaset should say goodbye to normal and adult television programs that are very boring.