Time.news – The Milan court ruled that the ’roundup’ of Mediaset shares by Vivendi in December 2016 for a total amount of just under 30% cannot be considered illegitimate but that in the agreement signed in April of the same year for the sale of Mediaset Premium, there have been ‘inadequacies’ by the French company which will therefore have to compensate Mediaset and Rti by paying a total sum of over 1.7 million euros.
The financial, corporate and judicial war between the two companies began right after Vivendi’s failure to comply with the agreement for the purchase of Mediaset Premium, the old pay TV of the Cologno group. In order to have their rights recognized, the Berlusconi family turned to justice, while the French reacted by buying Mediaset shares on the stock market by hand that had set in motion Consob and Agcom.
For the roundup of Mediaset shares in Piazza Affari, the Milan Public Prosecutor’s Office is investigating Vivendi’s main shareholder, Vincent Bollorè, and the company’s CEO, Arnaud de Puyfontaine, for manipulation.
The stages of the story
– April 8, 2016: Mediaset and Vivendi announce that they have reached a agreement for the development of new industrial projects on an international scale and the simultaneous reciprocal exchange of a 3.5% share package. With that contract, the French group undertakes to purchase Mediaset Premium, the Biscione’s pay TV.
– July 26, 2016: Vivendi communicates with a note that it no longer wishes to respect the agreement and that it has informed the management of Mediaset of this. For the French, the due diligence on the Cologno Monzese pay TV had revealed conflicting results with respect to those disclosed by Mediaset before signing the agreement. More clearly, de Puyfontaine argues in a later interview that “it is as if we were invited to dinner in a three-star restaurant and then we found ourselves in a McDonald’s”.
– July 28, 2016: The board of directors of Mediaset announces a series of actions “to protect the company”, including the deposition of the summons against Vivendi to the Court of Milan to ask for compliance of the contract signed on 8 April.
– August 23, 2916: It is the day that Fininvest, Mediaset’s first shareholder, files a summons to the Court of Milan against Vivendi from which, in addition to compliance with the agreement already signed, he requests compensation for damages of no less than 570 million euros.
– 12 December 2016: After ten days of dizzying exchanges in Piazza Affari, Vivendi formalizes that it has exceeded the threshold of 3% of the share capital of Mediaset and wants to become the group’s “second largest shareholder”.
– 21 December 2016: The boom of the Mediaset stock on the Stock Exchange subsides. The new picture of the company’s shareholding sees Vivendi holding 28.8% of the share capital and 29.94% of the voting rights, a breath away from the threshold of 30% after which the takeover obligation is triggered. Shopping costs the French 1.3 billion euros about. Again in the same period, Fininvest strengthens its position, taking almost 40% of the share capital of Mediaset.
– January 11, 2017: Vivendi Tarak’s adviser Ben Ammar, a longtime friend of Silvio Berlusconi and partner of Vincent Bollorè, is heard in the public prosecutor’s office in Milan. The following week Ben Ammar is heard again by the owners of the investigation. The Franco-Tunisian financier has always said that he is willing to play the role of mediator in order to reach a pacification between the two parties involved and that he does not want to favor any of them.
– February 24, 2017: the Milan Public Prosecutor investigates Bollorè and Arnaud de Puyfontaine for stock manipulation.
– March 20, 2017: the judge of the section specialized in business matters of the Court of Milan Vincenzo Perroziello, asks to join the two cases brought by Mediaset and Vivendi.
– March 21, 2017: the cases are joined and the hearings are updated in October.
– 10 April 2017: an Agcom resolution requires Vivendi, in compliance with the legislation on concentration in the Italian telecommunications sector, to choose between the presence in the share capital of Mediasert and the retention of the stake in Tim, of which he is the largest shareholder with approximately 24% of the capital.
The resolution effectively leads to the freezing of almost 20% of Mediaset held by Vivendi in a trust (Simon Fiduciaria) that has never had the right to vote in the Biscione meetings, creating the vulnus to a series of other appeals and legal disputes that they will be the basis for the cancellation or withdrawal of some resolutions adopted by the shareholders meeting at the meeting.
– June 2019: the board of directors of Mediaset and its Iberian subsidiary, Mediaset Espana, decide to propose to their respective shareholders to merge into a new parent company based in the Netherlands and called MfE (MediaforEurope), destined to become the future of the Berlusconi family pole of a pan-European generalist TV.
– February 2020: Mediaset, after months of work, and a harsh ostracism of the French even in the courtrooms of the Netherlands, Spain and Italy, withdraws the MfE project with the commitment to revisit it and propose it again in the future.
– September 3, 2020: The European Court of Justice establishes that “the Italian provision that prevents Vivendi from acquiring 28% of the capital of Mediaset is contrary to EU law”. The conditions are therefore created for the cancellation of the Agcom resolution of April 2017 which in fact had applied for the first time the provisions of the Consolidated Law on media and audiovisual and radio services (the Tusmar) on the subject of excessive concentration in the Tlc sector. of the country.
– 4 December 2020: the so-called ‘Salva Mediaset’ rule comes into force, basically created to fill the regulatory vacuum created by the ruling of the EU Court of 3 September. The provision essentially gives Agcom six months to check whether the unfreezing of the French shareholder ‘s right to vote in the Cologno television group negatively affects information pluralism and therefore acts accordingly.
– 23 December 2020: The Lazio TAR, following the ruling of the European Court of Justice, cancels the Agcom resolution of 10 April 2017 which had forced Vivendi to choose between the relevant stake in Tim and that in Mediaset.
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