AGI – Agreement reached between Mediaset and Vivendi after more than 5 years of financial, corporate and judicial wars triggered by the failure to complete the contract for the sale of Premium, the former pay TV of the Biscione. The signed agreement provides for the renunciation of all pending lawsuits by the parties, the distribution of an extraordinary dividend of € 0.30 per share and the commitment of the French group to sell the entire 19.19% stake in the Biscione on the market held by Simon Fiduciaria over a period of 5 years from the finalization of the agreement (22 July next). Fininvest will also acquire at the closing date the 5% of Mediaset held directly by the French group which will therefore retain a residual 4.61% stake in the company founded by Silvio Berlusconi. Quote that Vincent Bollorè’s group will be free “to hold or sell at any time and at any price”.
Here are the stages of the whole story:
– April 8, 2016: Mediaset and Vivendi announce that they have reached an 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 April 8.
– 23 August 2016: It is the day on which Fininvest, the first shareholder of Mediaset, files, again at the Court of Milan, a writ of summons against Vivendi from which, in addition to compliance with the agreement already signed, it requests compensation for damages not 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 that it wants to become “the second largest shareholder” of the group.
– 21 December 2016: The boom in 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 30% threshold after which the takeover bid obligation takes effect. Shopping costs the French around 1.3 billion euros. Still 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, historical friend of Silvio Berlusconi and partner of Vincent Bollorè, is heard in the Milan prosecutor’s office. 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.
– April 10, 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 leading 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) which 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 also 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 imposed on Vivendi to choose between the relevant stake in Tim and that in Mediaset.
– April 19, 2021: The Milan court sentenced Vivendi to compensate Mediaset with the payment of 1.7 million euros for “the serious breach” due to the non-compliance with the agreement for the purchase and sale of Premium. For the Biscione this is a ‘small consolation’ given that its request, together with that of Fininvest, amounted to about 3 billion euros. Furthermore, the court judges that the purchase of the Mediaset share package made by Vivendi cannot be considered “illegitimate” after the ruling of the EU Court which renders “no longer applicable in the Italian legal system” the Tusmar rule on excessive concentration in media sector.
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