(PRESS RELEASE) PARIS, 9-Dec-2021 — /EuropaWire/ — Vivendi (EPA: VIV), a French media conglomerate, has announced it will acquire Amber Capital’s stake in Lagardère, an international group with operations in over 40 countries, in the coming days and file a public tender offer on Lagardère at the same price of €24.10 per share. The deal agreements were made public on September 15, 2021.
The 24,685,108 shares concerned, representing 17.5% of the Lagardère share capital, will be acquired at a price of €24.10 per share. As a result, Vivendi will own 45.1% of the Lagardère capital.
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 completion of this transaction was due to be take place by December 15, 2022, once the required regulatory approvals had been received. Recent analyses carried out by Vivendi have led the company to consider that this acquisition could take place now since, in accordance with applicable rules on the control of concentrations¹, Vivendi will not exercise the voting rights attached to all the Lagardère shares acquired from Amber Capital, or that will be tendered to its mandatory tender offer, until the approvals required for the acquisition of the control of Lagardère have been received from the competition authorities. Vivendi’s stake in Lagardère will correspond, during this period, to 22.29% of the theoretical voting rights.
As a result, 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. The ARCOM² agreement on the indirect change of shareholding of the Lagardère subsidiaries providing radiobroadcasting services will be requested depending on the result of the tender offer.
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. The filing of this proposed tender offer is due to take place by February 2022. 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.
The acquisition of the Amber Capital shares will put an end to the Lagardère shareholders’ pact concluded between Amber Capital and Vivendi on August 10, 2020 (see the Vivendi press release of August 11, 2020).
Since 2014, Vivendi has built a world-class media, content and communications group. The Group owns leading, strongly complementary assets in 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
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.
In addition, this press release contains forward-looking statements with respect to Vivendi’s financial condition, results of operations, business, strategy, plans and outlook, including the impact of certain transactions, and the payment of dividends and distributions, as well as share repurchases. 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 of the Group filed by Vivendi with the Autorité des Marchés Financiers (the 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. 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.
¹In particular article 7(2) of Regulation (EC) No 139/2004 on the control of concentrations between undertakings.
²ARCOM, Autorité de régulation de la communication audiovisuelle et numérique, is the successor of the Conseil supérieur de l’audiovisuel (CSA) and the Haute Autorité pour la diffusion des œuvres et la protection des droits sur Internet (HADOPI) as of January 1, 2022.
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