Vivendi Will Acquire Amber Capital’s Stake in Lagardère in the Coming Days and File a Public Tender Offer on Lagardère at the Same Price of €24.10 per Share
09 Diciembre 2021 - 1:35AM
Business Wire
Regulatory News:
Vivendi (Paris:VIV) today announced the acquisition in the
coming days of the Lagardère shares owned by Amber Capital
following the agreements 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).
About Vivendi
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
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.
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.
1 In particular article 7(2) of Regulation (EC) No
139/2004 on the control of concentrations between undertakings.
2 ARCOM, 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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