Vivendi denies any wrongdoing as CEO Arnaud De Puyfontaine and Vincent Bolloré indicted in Italy over alleged market manipulation

Arnaud de Puyfontaine, CEO, Vivendi

Vivendi has issued a statement formally denying any wrongdoing following Saturday’s (December 12) news that CEO Arnaud De Puyfontaine and ex-Chairman Vincent Bollore have been indicted by prosecutors in Italy.

The reported action by the Italian authorities has been taken over a case alleging market manipulation related to the company’s decision to pull out of a deal with Italian media company Mediaset in 2016.

Universal Music Group‘s parent company agreed to buy an 89% stake in Mediaset’s Pay TV business Mediaset Premium in April 2016, but pulled out of the deal in July that year, citing amongst other things, an “over-optimistic” business plan.

MediaSet, which is owned by country’s former Prime Minister Silvio Bulusconi, saw its share price fall after the withdrawal news broke in April 2016.

By the end of December 2016, Vivendi increased its ownership of MediaSet’s share capital from 3% to 28.8%, but said in a press statement issued over the weekend that “all the acquisitions were reported in a timely and transparent manner”.

Mediaset sued Vivendi seeking damages of €1.5 billion and alleged breach of contract.

Variety reports that in early 2017 Italian authorities launched an investigation into De Puyfontaine and Bollore over Mediaset’s allegation that the scuppered deal and after effects were pre-planned.

Vivendi’s statement claimed that “its current and former executives are either extraneous to those allegations or have acted in full compliance of the law”.

As noted by Variety, an indictment doesn’t ‘imply guilt’ under Italy’s laws, and does not suggest that De Puyfontaine and Bollore will be required to stand trial either.

You can read Vivendi’s full statement below:

Following the rumours in the Italian press this morning regarding the conclusion of the investigation by the Milan prosecutors in the “Vivendi-Mediaset” affair (which was prompted by a complaint by Mr. Silvio Berlusconi’s holding company Fininvest), Vivendi (Paris:VIV) is shocked that a confidential document, intended for the protection of the individuals under investigation, was made public as soon as it was notified to their attorneys, also misrepresenting its contents.

The timing of this leak improperly influences the course of ongoing judicial disputes between private parties and tarnishes the image of the individuals concerned, to whom Vivendi will continue to provide its full support.

The prosecutors hypothesize that, in the second half of 2016, Vivendi communicated incorrect information to the market and did not disclose certain information to the Italian securities regulator.

With respect to these allegations, Vivendi reaffirms that it has acquired its stake in Mediaset in compliance with all applicable laws, that it has always communicated transparently to the market and the regulators and that its current and former executives are either extraneous to those allegations or have acted in full compliance of the law. Therefore, their attorneys have already expressed full willingness to provide the necessary clarifications before the Prosecutor’s office takes a decision, being confident that the decision will be the closure of the proceedings without charges.

Since 2016, Vivendi has continuously defended its interests, backed with several favorable court decisions in different jurisdictions and tried to find an acceptable settlement in its commercial dispute with Mediaset.

On April 8, 2016, Vivendi concluded a strategic and industrial partnership with Mediaset. The envisaged Mediaset Premium acquisition unfortunately led to a commercial lawsuit and Vivendi’s efforts to find an amicable solution to the dispute were finally scuppered by Mediaset’s ill-fated attempt to obtain the seizure of 3.5% of Vivendi’s share capital in October 2016.

As it believed at that time that the strategic interest of this partnership was greater than the stakes of the lawsuit, Vivendi started acquiring Mediaset shares in November 2016 and crossed the 3% threshold of the Mediaset share capital in early December, and by the end of December 2016 acquired a position of 28.80% of the share capital. All the acquisitions were reported in a timely and transparent manner.

In April 2017, the Italian Communication Authority (AGCom), further to a complaint by Mediaset, decided to apply for the first time a provision of the Gasparri Law regarding the protection of media pluralism, claiming that Vivendi’s minority stakes in both Telecom Italia and Mediaset contravened this law. As a result, Vivendi has been obliged to put in trust two-thirds of its Mediaset shares. The European Court of Justice ruled in September 2020 in favor of Vivendi and concluded that the Gasparri Law was incompatible with the freedom of establishment under European Union law.

As the judgment of the Rome administrative court on the AGcom decision is now imminent, the Italian authorities have been seeking to circumvent the European Court of Justice judgment through the enactment of an emergency measure that is supposed to introduce retroactively the new restrictions on Vivendi’s shareholder rights. For this reason, after having asked unsuccessfully the Italian authorities to avoid a new blatant infringement of EU law, Vivendi has been left with no other choice than to lodge a complaint to the European Commission.

In the meantime, Mediaset relied on the AGCOM decision to prevent Vivendi from voting all its shares at several of its Shareholders’ Meetings, in particular to create MediaForEurope, a Dutch company resulting from the merger between Mediaset Italy and Mediaset Spain and whose by-laws contained among other things, several anti-Vivendi provisions and an exorbitant multiple voting system. Vivendi was thus forced to challenge the merger and its objections were vindicated by the Spanish and Dutch courts.

Vivendi will continue to take all the necessary measures, including criminal complaints, to protect its legitimate interests as well as those of its current and former executives.

Elsewhere, Vivendi announced today that it has entered into exclusive negotiations with Gruner + Jahr/Bertelsmann to acquire 100% of Prisma Media, a France-based print and digital publishing company that houses 20 magazine brands, from Femme Actuelle to GEO, as well as Capital, Gala and Télé-Loisirs.

News of the Prisma Media deal follows its acquisition last year of Editis, the second-largest French-language book publishing group after Hachette.

Esewhere, Vivendi confirmed in October that it intends to take UMG public in 2022.

 Music Business Worldwide

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