Vivendi SE signed a conditional sales contract to acquire an additional 17.93% stake in Lagardere SA from Amber Capital UK LLP for approximately 610 million.
September 14, 2021
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Vivendi SE (ENXTPA:VIV) signed a conditional sales contract to acquire an additional 17.93% stake in Lagardere SA (ENXTPA:MMB) from Amber Capital UK LLP for approximately 610 million on September 15, 2021. Under the terms, Vivendi will acquire 25.3 million shares at 24.10 per share, representing 17.93% of the share capital and 14.34% of theoretical number of voting rights in Lagardère. Vivendi will hold 45.1% of the share capital and 36.1% of the voting rights of Lagardère, post completion of this transaction and will be liable for a mandatory public offer. As a result, Vivendi will own 45.1% of the Lagardère capital. Transaction requires approval from European Commission and the French media authority Conseil supérieur de l'Audiovisuel. The Vivendi Supervisory Board has approved the Management Board's decision regarding this offer. This transaction will not imply any cash transfers from either party since Amber Capital will keep the funds received as cash collateral from Vivendi. The Vivendi Management Board has decided to authorize the immediate acquisition of the Lagardère shares owned by Amber Capital.
The authorizations to acquire the control of Lagardère will be applied for by Vivendi with the European Commission and other relevant competition authorities during the course of 2022. As a consequence of the completion of this acquisition, Vivendi will file with the French Market Authority (Autorité des marchés financiers) a public tender offer for all Lagardère shares not yet owned at 24.10 per share, the same price paid to Amber Capital, in accordance with current regulation. This offer will be conditional on no other regulatory authorization than the conformity declaration by the French Market Authority. Vivendi does not intend to implement a mandatory squeeze-out of Lagardère following its offer, assuming the conditions to do so are met. At the request of Amber Capital, 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. Transaction is expected to be completed by December 15, 2022.
Vivendi SE consists of several leading companies in the content production, communication and media:
- Groupe Canal +: a leading operator in pay television in France, Benelux, Poland, Central Europe, Africa and Asia;
- Lagardère: publishing, media and travel retail group;
- Studiocanal: Europe's leading player in the production, acquisition, distribution and international sales of films and TV series;
- Havas: a world-leading communications group organized into three operating units that cover all businesses in the sector (creativity, media expertise and health/well-being);
- Prisma Media: market leader in French magazine publishing, online video and daily digital audience;
- Editis (discontinued operation): second French publishing group and leader in several fields including general literature, youth, practice, illustrated, comics, education and reference;
- Gameloft: a world leader in mobile video games;
- Vivendi Village: it is comprised of the international ticketing company See Tickets, the promoter and festival owner Olympia Production (France), the festival owner U Live (the United Kingdom), the Paris-based concert halls Olympia and the Théâtre de l'Oeuvre, the cinema and entertainment venues CanalOlympia (Africa), and the IP development agency and consultancy The Copyrights Group (IP development agency and consultancy);
- Dailymotion: one of the world's largest platforms for aggregation and distribution of video content (more than 350 million unique users per month);
- Group Vivendi Africa (GVA): a FTTH (Fiber to the home) operator active in Sub-Saharan Africa.
Vivendi SE signed a conditional sales contract to acquire an additional 17.93% stake in Lagardere SA from Amber Capital UK LLP for approximately €610 million.