• Bloomberg reports that Vivendi will vote against Mediaset’s Dutch restructure plan
  • Restructure would see Mediaset merge its assets into Dutch holding company
  • Advisory firms disagree about how shareholders should vote on proposals

vivendi 2018

Vivendi: Prepared to vote

Source: Vivendi

French media company Vivendi looks set to vote against a Mediaset proposal to create a Dutch holding company which would bring together its European assets, according to reports.

Bloomberg, citing sources familiar with the matter, reports that Vivendi will vote against the Italian TV company’s plan at an investor meeting set to take place on 4 September.

If Vivendi, which holds a 29% stake in Mediaset, votes against the plan, it could serve as potential setback for controlling shareholder Finninvest, which is ran by former Italian prime minister Silvio Berlusconi and his family.

To pass the plan – which would merge Mediaset with its Spanish affiliate into a new company called Media for Europe – the company needs a two-thirds majority vote. However, Bloomberg reports that most of Vivendi’s shares sit in an independent trust, meaning it may only be able to use its direct 9.6% stake to vote down the proposal.

Mediaset proposed the restructure in June. Mediaset said MFE has been developed with the aim of creating value and development as the “home of a great European broadcaster.”

But the proposal has met with further opposition, according to a report from Reuters, which claims ISS has advised Mediaset shareholders to vote it down.

In a document seen by the news agency, ISS warned that the deal would limit minority shareholders’ rights, with Bloomberg reporting that ISS described the proposal as not “particularly attractive from a financial standpoint”.

“The proposed governance structure has the clear goal of cementing the control of the Berlusconi family apparently to pursue an M&A growth strategy without losing control of the combined company,” ISS said. “For these reasons, support for the proposed transaction is not warranted.”

This view differs from that of another proxy advisory firm, Glass Lewis, which said Mediaset shareholders should back the Dutch plan because the business would become more efficient.

If shareholders were to follow the advice of ISS over that of Glass Lewis, then Vivendi could potentially rally other shareholders to its cause and block the proposal, striking another blow in a long-running dispute between Mediaset and its French shareholder.

Last month, Vivendi launched a lawsuit against Mediaset in an effort to assert its rights as a shareholder in the Italian broadcaster. This came after Mediaset had blocked Vivendi from voting in shareholder meetings, with the case not likely to be heard until November.