Italian court rules Vivendi can vote against Mediaset merger
An Italian court has ruled that French media conglomerate Vivendi can vote against the merger of Mediaset’s Italian and Spanish businesses into a new pan-European media company.
Vivendi, which owns Canal + and Universal, had filed a request with the court of Milan to allow it to attend an emergency shareholder meeting on Wednesday at which the deal will be voted on.
The company intends to vote against the proposed merger, claiming it could give Fininvest, an investment company controlled by former Italian prime minister Silvio Berlusconi’s family and the largest shareholder, up to 86 per cent of total voting rights with only 38 per cent of ownership.
The move is the latest in a rift between Mediaset, which is controlled by Mr Berlusconi, and Vivendi, whose majority shareholder is the French billionaire Vincent Bolloré. In 2016, the pair fell out after a deal in which Mr Bolloré agreed to buy the Italian broadcaster’s pay-TV arm for €800m fell through.
In June, Mediaset announced that it planned to merge with Mediaset España and create a new Dutch-listed company called Media for Europe.
Many traditional media companies are looking to consolidate and collaborate as they battle against Netflix and Amazon’s rapidly growing audiences. Last year, Comcast took over Sky Media in a sealed bid auction that valued Sky at £30.6bn.
Vivendi holds a 29.9 per cent stake in Mediaset but it is deemed illegitimate by Mediaset as the company claimed that the way in which the shares were bought, following the failure of the 2016 deal, was market manipulation.
Italian regulators have also ruled that 19.1 per cent of Vivendi’s stake must be held in trust due to competition issues as Vivendi also holds a 24 per cent stake in Telecom Italia. This leaves Vivendi with 9.99 per cent of direct voting rights.
The shareholder advisory company ISS has recommended that other shareholders join Vivendi in voting against the merger.
Vivendi said it welcomed the court’s decision to recognise is right to vote as a shareholder, reiterating its intention to vote against the proposed merger.
“The Group came to this decision after having assessed the rights, or lack thereof, that minority shareholders, Vivendi in particular, would have under the proposed [ . . .] bylaws,” Vivendi said.