Telecom-Vivendi, the node large shareholders – the Newspaper

Telecom-Vivendi, the node large shareholders – the Newspaper

Telecom and Vivendi are getting closer and closer to closing the deal Gvt, but among the obstacles that must be overcome Italians there will also be one of the major shareholders and antitrust. For this, as in a chess game, the one that is playing Telecom in Brazil goes weighted with the utmost care. Every move is crucial, and the parties have to study all the details if they want to checkmate Telefonica, which has already submitted its bid for Gvt. The opponent is not Spanish novice and advisor in the field (Mediobanca, BNPPARIBASView, Citi and Equita for independents) are looking into all the folds of the Agreement and any “threats” outside. From the steps that the company will be required to do if the tender, which will be formalized Wednesday’s board of directors, will provide for a capital increase reserved for Vivendi.

You will have to provide an extraordinary and get the go-ahead two-thirds of the voting capital. Who? Telefonica – Telecom shareholder conflict of interest – can vote? If Telco (which has 22% of Telecom, where the Spaniards were the first shareholders), there will still be split at the time of the meeting, then you can not vote. The split will be operational within six months after receipt of approval of the authorities (the Ivass in Italy, but also the Brazilian Antitrust). But even in this case, Telefonica (with 15% direct) will have its problems: in accordance with Article 2373 of the Civil Code, the vote of one member in a conflict of interest can be challenged if it causes harm to the company.

However, the ‘mine’ meeting ‘is not completely defused because Telecom is now a public company and the funds, the April, they managed to establish itself in a “historical” counts (in that case was with Telco). The list outclasses the box with 50.28% in the financial voting on new appointments. An example of what the situation is uncertain. But the minorities would really interest to blow up the operation? Hard to say until Wednesday (when the operation will be in cda), but a pure calculation related to the title might play to the detriment of the Vivendi-Telecom: Telecom shares are seen rising in only with the sale of Tim Brasil which is not expected the offer to Vivendi Telecom.

In this context that the role of Blackrock strange that in the game of Gvt, is involved on all fronts. The American fund is a shareholder of Telecom (4.8%), Telefonica (3.9%) and Vivendi (5%). It could serve as kingmaker.

The passage at the meeting will also touch to the French Vivendi where Vincent Bolloré, director of the operation, has 5% of the share capital and will have to convince a plethora of big global finance that the Italian option is actually better than the Spanish one. Among others there are Blackrock, SocGen, UBS, Rothschild. According to some analysts, there might be some resistance to a transaction with a company (Telecom) highly leveraged (28.8 billion at June 30.)

Any transaction in favor of Telecom resulting in the emergence of a giant arising from the integration of Tim Brasil and Gvt will also get the go-ahead Brazilian Antitrust Authority. The task is not easy, especially given the long lead times that often characterized the Cade. In the background Telecom has, then, the deal still open Telecom Argentina. The validity of the sale and purchase agreement with Fintech shall expire on September 1. After that the offer to $ 960 million will be canceled.