Two candidates have been fighting for months to buy the 89% held by GBT and take control of the daily newspapers La Provence and Corse Matin: NJJ via its subsidiary Avenir Développement, and the shipowner CMA-CGM, a shipping giant based in Marseille. .

Two judicial liquidators, whose goal is to collect the maximum amount of money from the sale of the Bernard Tapie Group's assets to pay the creditors, are also involved in this battle.

Under the statutes of La Provence and a shareholders' agreement, NJJ, the holding company of the founder of Free Xavier Niel - already holder of 11% of La Provence - can, via a so-called "approval" clause (right of veto), blocking any candidate to buy back GBT shares.

At the beginning of January, the Commercial Court of Marseille had suspended this right of veto, considering that it constituted a "manifestly illicit disorder" in the process of liquidation of the group of Bernard Tapie, the businessman who died in October.

The Court of Appeal, seized in summary proceedings (emergency procedure) by Mr. Niel, agreed with him, judging that the "state of disorder" mentioned by the liquidators, who requested the suspension of the right of veto, is "hypothetical" and that the resulting damage "cannot be considered imminent".

"It is therefore appropriate to overturn the decision," she concludes in a decision consulted by AFP.

However, it recognizes that, "indisputably", there is "a conflict of interest" for Avenir Développement, shareholder of La Provence and at the same time a candidate for the buyout of Bernard Tapie shares, who would have an "interest in ousting any other potential purchaser", an argument welcomed by the lawyer of the six works councils, Me Swarcz.

CMA CGM's offer, the only one retained by the liquidator because it was "best-priced" - 81 million euros against 20 million for that of Xavier Niel - must be approved, unanimously, during a Council Board of Directors (CA) of La Provence in principle scheduled for April.

The group of Xavier Niel, already owner of the regional daily Nice-Matin, has two representatives out of five and will therefore have its right of veto.

Mr. Niel is also an individual shareholder of Le Monde.

The approval clause is "imposed by a legal provision (...) considering it manifestly unlawful a priori and suspending its application even before any deliberation by the members of the board of directors, would have the effect of infringing the right of voting for all the directors provided for by law and the statutes", explains the judgment.

"Urgent need of a buyer"

"There was not much doubt about this decision," reacted NJJ's entourage to AFP.

the founder of the telecommunications operator Free, Xavier Niel, on July 5, 2021 in Paris Eric PIERMONT AFP / Archives

The game is far from over and the board of directors will be crucial.

A single vote by its members is enough to reject the offer of CMA CGM, which is the only one chosen by the liquidators.

“This offer, to date, we do not know, so we do not know if it is in the social interest of the company”, indicated the entourage of NJJ Holding.

Nevertheless, if the offer of the shipowner who obtained the approval of the six works councils of La Provence was rejected, the liquidator could consider new legal actions.

"The Court of Appeal said that it was slightly premature to act and that the Board's right to vote had to be respected and that it was only after that that we could act", underlined Me Bernard Vatier, liquidator's lawyer.

In the entourage of NJJ, it is emphasized that they always have a right of pre-emption allowing them to have the first of the redemption of the shares.

If the amount of the Niel offer was deemed too low, the liquidators could request the appointment of an expert to set a price.

“This new development should not open the door to procedures causing delays which would jeopardize the survival of the group”, worried in a press release the National Union of Journalists (SNJ), majority.

"Our titles and the 850 employees of our companies urgently need a buyer, massive investments, a project, an ambition," he insisted.

© 2022 AFP