Vivendi will have to pay € 1.7 million to Mediaset and Rti for failing to comply with the “preliminary and prodromal” obligations relating to the purchase of Mediaset Premium, but the French group he has not violated the shareholders’ agreements, nor can he be accused of unfair competition. With this sentence the judges of the civil court of Milan have put an end, after five years, to the first round of a long and complicated game in which the group from Cologno Monzese is ready to appeal only for the amount of compensation. The game remains open on the penal level.
In the sentence of the judges (Daniela Marconi, Amina Simonetti and the president Angelo Mambriani), which comes about two months after the last hearing on 11 February last, the violation of the contract by Vivendi but the idea that they have been ‘cheated’ is rejected, settling the compensation at 1.7 million euros – over 1.2 million euros in favor of Mediaset and around 514 thousand euros for Rti – far from the figure of 3 billion requested by the Biscione.
Vivendi “could undoubtedly have invoked the compensatory remedy for the information deficit having a significant impact on the company’s key indicators, but could not exercise the right of withdrawal or refuse the stipulation of the definitive share swap agreement”. The board held that the purchase by Vivendi of Mediaset shares starting from December 2016 for a quantity of just under 30% of the capital “did not take place in violation of the provisions of the contract” and that the operation “cannot be considered illegitimate” due to the European Court of Justice ruling of 3 September last. In short, no unfair competition.
Rejected the other requests made by the group led by the Berlusconi family, compensated for the legal costs, rejected the request of Fininvest for compensation for damage to image for the backward step of the French, is the summary of the sentence of almost 90 pages.
It is summer 2016 when Vivendi ‘reneges’ the contract signed on April 8, changing the cards and destroying what is announced as a “strategic alliance” to seize “every opportunity for development in the new global scenario of the media sector “. On 25 July, the French group submits an alternative proposal for the transaction: the exchange of 3.5% of the capital of Vivendi and 3.5% of the capital of Mediaset is confirmed, but the purchase of 20% of the capital of Mediaset is proposed Premium and no more than 100% of pay TV and to hold about 15% of Mediaset’s capital in three years through a convertible bond loan, with the effect of diluting the power of the Berlusconi family.
The group of the Breton financier Vincent Bolloré asks in summary not to take on the pay TV that is considered not very convenient and to have more shares than the generalist one which instead continues to grind profits. An indecent proposal for the Cologno Monzese group, while for Vivendi’s CEO Arnaud de Puyfontaine, the change follows a “discrepancy in the analysis of the results” of Premium.
The decision not to honor the contract starts the battle between the two groups and leads, in August 2016, to the summons to obtain the compulsory execution of the contract and “compensation for the damages suffered by Mediaset up to now estimated for now in an amount equal to 50 million euros for each month of delay in compliance by Vivendi starting from 25 July 2016 “. Despite the attempts to find an agreement outside the courtroom, today it is the Milan judges, after several hearings with memories and consultations, to issue the first verdict and compensation that displeases the Biscione group. The battle on the criminal front is still to be defined.
The Milan prosecutor’s office closed the investigations for Vivendi’s top management, Vincent Bolloré and CEO Arnaud de Puyfontaine, precisely on the 2016 operation that led the French group to make several purchases on the market of Mediaset shares up to about 29 % of the share capital of Mediaset which according to Biscione hid the intention of a hostile takeover to the group following the ‘war’ that broke out between the two companies due to the failure to finalize the agreement on the sale of Mediaset Premium.
For the French managers, the crime hypotheses are of “market manipulation” and “obstacle to the exercise of the functions of the public supervisory authorities”, relating to the purchase of shares and alleged misleading communications.