Amber Capital Proposes That Vivendi Acquire Its Stake in Lagardère, Which Vivendi Has Accepted
15 Settembre 2021 - 7:11PM
Business Wire
Regulatory News:
In accordance with the agreements concluded on August 10, 2020
(*), Amber Capital has informed Vivendi (Paris:VIV) of its
intention to sell all its shares in Lagardère and has invited
Vivendi to make an acquisition offer.
The Vivendi Management Board has accepted to offer €24.10 per
share for the 25,305,448 shares held by Amber Capital, representing
17.93% of the share capital and 14.34% of the theoretical number of
voting rights in Lagardère. The Vivendi Supervisory Board has
approved the Management Board’s decision regarding this offer.
Amber Capital has accepted this offer, leading to the conclusion
of a conditional sales contract in the following terms.
The transaction will be completed by December 15, 2022, after
gaining the approvals required by the current regulations in light
of the takeover that could result from the mandatory public offer
following this acquisition. If these authorizations, mainly
requested by the European Commission and the French media authority
Conseil supérieur de l’Audiovisuel, are not obtained by December
15, 2022, the acquisition will have to be completed at the same
price by a third party in place of Vivendi.
At the seller’s request, a small minority of these shares,
between around 0.4% and 0.9% of the share capital, will be acquired
directly and unconditionally in September.
Ordinary distributions that would be paid by Lagardère up until
the sale completion would benefit the seller, without any change in
the €24.10 price. Other distributions would result in a price
adjustment.
Pending such regulatory approvals, in return for the pledge
concerning the Lagardère shares held by Amber Capital, Vivendi will
grant a cash collateral for an amount corresponding to their value
based on a €24.10 price per share.
Should the acquisition by Vivendi be completed, Vivendi will
hold 45.1% of the share capital and 36.1% of the voting rights of
Lagardère, going above the 30% share capital and voting right
thresholds in Lagardère. As a result, a mandatory proposal for a
public offer at the same price for all Lagardère shares not yet
owned by Vivendi will be filed with the French market authority
(Autorité des Marchés financiers) in accordance with current
regulation.
The contract signature does not affect the shareholder
agreements concluded by the main shareholders to transform
Lagardère into a limited company, as announced on April 28,
2021.
(*) Shareholders’ agreement published by the Autorité des
Marchés financiers on August 11, 2020, notice 220C2974
About Vivendi
Since 2014, Vivendi has built a world-class media, content and
communications group. The Group owns leading, strongly
complementary assets in music (Universal Music Group), television
and movies (Canal+ Group), communications (Havas Group), publishing
(Editis), magazines (Prisma Media), video games (Gameloft), live
entertainment and ticketing (Vivendi Village). It also owns a
global digital content distribution platform (Dailymotion).
Vivendi’s various businesses cohesively work together as an
integrated industrial group to create greater value. Vivendi is
committed to the environment and aims at being carbon neutral by
2025. In addition, the Group helps building more open, inclusive
and responsible societies by supporting diverse and inventive
creative works, promoting broader access to culture, education and
to its businesses, and by increasing awareness of 21st-century
challenges and opportunities. www.vivendi.com
Important disclaimers
This press release contains information that may have
characterized, before becoming public, inside information as
defined by Article 7, par. 1, of the European Regulation 596/2014.
It also contains forward-looking statements with respect to the
financial condition, results of operations, business, strategy,
plans and outlook of Vivendi. Although Vivendi believes that such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance. Actual
results may differ materially from the forward-looking statements
as a result of a number of risks and uncertainties, many of which
are outside our control, including but not limited to the risks
related to antitrust and other regulatory approvals as well as any
other approvals which may be required in connection with certain
transactions and the risks described in the documents Vivendi filed
with the Autorité des Marchés Financiers (French securities
regulator), which are also available in English on Vivendi’s
website (www.vivendi.com). Investors and security holders may
obtain a free copy of documents filed by Vivendi with the Autorité
des Marchés Financiers at www.amf-france.org, or directly from
Vivendi. Accordingly, we caution readers against relying on such
forward looking statements. These forward-looking statements are
made as of the date of this press release and Vivendi disclaims any
intention or obligation to provide, update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Unsponsored ADRs. Vivendi does not sponsor an American
Depositary Receipt (ADR) facility in respect of its shares. Any ADR
facility currently in existence is “unsponsored” and has no ties
whatsoever to Vivendi. Vivendi disclaims any liability in respect
of any such facility.
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