Vivendi rises in Paris: Amf orders Bolloré to launch an Opa within six months

(Il Sole 24 Ore Radiocor)- Vivendi jumped on the Paris Stock Exchange after the French Financial Markets Authority (Amf) ordered the Bolloré group and Vincent Bolloré to launch an Opa within six months on Vivendi shares they do not own. The Amf's decision comes at the end of a legal tug-of-war lasting several months. As the Amf's decision reads, the authority 'considered that Bolloré SE and Mr Vincent Bolloré, who controls it, are required to submit... a proposal for a takeover bid on Vivendi SE shares within six months'.

Currently, the Bolloré group holds 29.9% of Vivendi, which in turn holds 3.7% of its own shares, and according to the AMF these shares must be assimilated, thus bringing Bolloré above the 30% threshold that triggers a mandatory takeover bid. Vivendi, which has a capitalisation of around €3.3 billion, finalised the spin-off and listing of its three main entities on as many stock exchanges in December 2024. Canal+ landed in London, Havas in Amsterdam and Hachette in Paris, while Vivendi assumed the role of holding and investment company. Previously, in 2021, Vivendi had spun off and listed Universal Music Group in Amsterdam. The 2024 demerger was approved at a shareholders' meeting by a large majority of more than 97% of the group's shareholders, but was met with strong opposition from some minority shareholders, in particular the Parisian fund Ciam, which turned to the judiciary.

In a ruling issued on 22 April, the Paris Court of Appeal annulled the decision of the AMF, which had not found Bolloré to be in control in the first instance, and sent the matter back to the AMF for reconsideration. After the ruling, Vivendi announced its intention to file an appeal to the Court of Cassation to challenge it. The AMF stated that it would 'ensure' that the closing of the takeover bid only takes place after the Court of Cassation 'has issued its ruling'.

As stated in the documentation circulated by the 'gendarme' of the French stock exchange, the AMF considers in particular that theBolloré group initiated the Vivendi demerger project thanks to the company's governance, i.e. the presence of its representatives on the supervisory board, which authorised the various stages of the operation. Thus, 'the company Bolloré Se, the controlling shareholder of Vivendi within the meaning' of the regulations of the Commercial Code 'must be seen as having decided the principle of the demerger operation', writes the AMF. The Authority also points out how the spinoff has profoundly changed the nature of Vivendi, given that the spun-off activities represent the majority of its business in terms of turnover and Ebita. In 2023, 'the holdings in Canal +, Havas, Prisma Media and Lagardere' accounted for 94 per cent of both Vivendi's consolidated revenue and ebit, the release states. Moreover, the AMF considers that the rights and interests of minority shareholders have been significantly affected by the listing of the three entities on markets that offer less protection, notably Lse, Euronext Growth and Amsterdam. Therefore, Bolloré should have proposed this before the demerger. However, the spun-off companies are currently listed on foreign markets on which the AMF obviously has no power, or in the case of Louis Hachette on an unregulated market. Consequently, it is now up to Vivendi to purchase the minorities. Lastly, the Amf believes that the offer price should be based on a multi-criteria analysis, given the complexity of the demerger transaction, and not on the basis of the stock market prices of the last 60 sessions, as is customary. The decision of the Court of Cassation on Vivendi's appeal is expected by the end of 2025. According to Vivendi's website, the group controls 100% of Gameloft, 9.94% of Universal Music Group, 19.2% of Baniijay, 13% of Lagardere, 19.8% of MediaForEurope, 12% of Prisa and 2.51% of Tim. Vivendi will announce its second quarter results on 31 July. In a note published on Friday, analysts at Alphavalue reacted positively to the 'welcome decision by the AMF, which improves an already very attractive investment case', adding that today's announcement 'has been a game changer' for Vivendi, which is considered 'highly undervalued'.