Vivendi to back Mediaset’s share restructuring as Berlusconi eyes Europe

Vivendi has agreed to vote in favour of Mediaset’s plans to introduce a dual class share structure, paving the way for the Silvio Berlusconi company to expand across Europe.

The companies, which have been sparring for years, announced a truce in July but this was thrown into doubt last month when Mediaset proposed a dual class share structure to further its M&A plans.

The structure will give each B share a value worth 10 times an A share, with a 10-to-one ratio for voting rights.

The companies, however, shut down any speculation over further disagreement by announcing that they would amend the agreement struck earlier this year to take account of the proposed changes to Mediaset’s share structure.

Background & context

Vivendi and Mediaset ended a five-year period of hostilities in May, with the disagreement originally beginning when the French media giant unilaterally pulled out of a deal to acquire the Italian company’s pay TV arm.

Following its withdrawal from the agreement to buy Mediaset Premium in 2016, Vivendi acquired a large stake in the Italian outfit, leading to accusations of market manipulation on the part of Mediaset and actions in the courts and with regulators to overturn the acquisition.

Later the dispute centred on Mediaset’s plans to merge with Mediaset España and create a new Dutch-registered international media company, plans that were frustrated by Vivendi’s intervention.

However, with a peace pact now in place, Berlusconi’s Mediaset has now moved its legal HQ to the Netherlands and the potential of a pan-Europe operator is back on the cards.

In a statement, Vivendi said it would sell off its stake in Mediaset held through Simon Fiduciaria. The French group will sell one-fifth of the ordinary shares A and the ordinary shares B each year at a minimum price of €1.375 in year 1, €1.40 in year 2, €1.45 in year 3, €1.5 in year 4, and €1.55 in year 5.

The agreement, described as a “partial derogation from what was originally agreed on May 3, 2021,” will see Vivendi vote in favour of Mediaset’s proposals at the company’s shareholders’ meeting on November 25.