Cologno Monzese (Italy) (AFP)
Wednesday promises to be a new day of tensions between Vivendi and Mediaset, the French group hearing to oppose the European project of its former Italian ally, at a general meeting of shareholders gathered near Milan.
The Italian group, whose Berlusconi family is the largest shareholder, wants to merge its Italian and Spanish activities into a Dutch-based holding company, Media For Europe (MFE). Its goal: to federate around MFE other major European TV players, to compete with the giants of the web, from Netflix to YouTube.
This holding will also allow the Berlusconi to strengthen their control over the group, with votes tripled first, then up to tenfold after a certain period.
But Vivendi, the second largest shareholder of Mediaset, does not intend to let it go. He has already announced that he will vote against this project, which would result in "unduly depriving" minority shareholders like him of some of their rights.
To be validated, the merger must be approved by two-thirds of the capital present at the extraordinary AG, convened at 10:00 am (0800 GMT) at the headquarters of Mediaset, in Cologno Monzese. And except huge surprise, she will be.
Fininvest, the Berlusconi holding company, holds 45.89% of the voting rights.
Vivendi, to whom the possibility of voting had been refused by Mediaset at a previous AG, has won the case Saturday before the Italian courts and will speak with 9.99% of voting rights.
On the other hand, it is highly unlikely that Mediaset's Board of Directors will allow Simon Fiduciaria, the trust company to which Vivendi, also a shareholder of Telecom Italia, to transfer some 20% of the voting rights to comply with the law. on the plurality of media. The CA refused in June 2018, arguing that the shares had been acquired in violation of this law.
"What Mediaset will do (refusing Simon Fiduciaria to vote) is illegal, a sword of Damocles will hang over their decision, it is thought that the proposed merger will be registered, but we will do everything with the other shareholders to block it, "a spokesman for Vivendi told AFP.
"The legality of the project is disputed and there is plenty of recourse available, especially in the European courts," he added.
- "Paradox" -
"It's a paradox," commented Carlo Alberto Carnevale Maffè, professor of strategy at the Bocconi University in Milan: "Vivendi finds himself voting against an industrial project that was actually born with him and that takes up his own ideas: for that is why he had sealed an alliance with Mediaset ".
In April 2016, the two groups announced the signing of a "strategic agreement", providing for the purchase of the pay channel Mediaset Premium by Vivendi and a share exchange of 3.5%. One of the objectives: to launch a platform of contents likely to compete Netflix.
But in July 2016 Vivendi denounces the contract and in December seizes, at the end of a raid described as "hostile" by the Berlusconi, 28.8% of Mediaset.
Since then, both groups have been at loggerheads and clashing in court.
The Mediaset project is "a necessary project, and national media companies alone can not survive in today's global context," says Carnevale Maffé.
One way for Vivendi to derail the project would be to exercise the right to redeem its shares. The MFE project would indeed be canceled if Mediaset found itself having to reimburse more than 180 million euros of shares, at the price set at 2.77 euros one.
But for the group of Vincent Bolloré, the loss would be considerable, of the order of 300 million euros, since he had bought 3.7 euros.
A source close to the file has estimated that Vivendi, given the loss incurred, would not. Same opinion of Mr. Carnevale Maffé: "It would be a gesture of pride, but financially absolutely disadvised".
According to the professor, "the conflict must be resolved by the companies, not in the courts." The advice that could be given to Vivendi is to make the patient shareholder, moving from a conflict perspective to a cynical intelligence. , also in the perspective of financial results ".
© 2019 AFP