By Vivendi, a prominent multinational media conglomerate (Paris:VIV), expresses deep regret over TIM’s Board of Directors accepting KKR’s offer to purchase TIM’s network without consulting and obtaining a vote from the shareholders. This action by the board violates the established governance rules.
Despite Vivendi’s diligent efforts to protect the interests of all shareholders and prevent such a detrimental situation, their reasonable requests conveyed through various communications to the Board of Directors, the Statutory Auditors, and the market regulator (Consob) have been completely disregarded.
Subsequently, TIM’s Board of Directors has deprived each shareholder of their fundamental right to express their opinion during the Shareholders’ meeting, as well as the associated right of withdrawal for dissenting shareholders.
Furthermore, the decision made by TIM’s Board of Directors fails to adhere to the provisions regarding material related party transactions. This failure is particularly problematic in light of the involvement of the Ministry of Economy and Finance, which exercises decision-making powers over TIM’s related party Cassa Depositi e Prestiti. Vivendi reminds that TIM’s Chairman explicitly stated that the offer exclusively concerns the KKR fund, granting them sole control over the Italian transmission network, thus dismissing any requirement to apply the RPT procedure.
Consequently, Vivendi firmly believes that due to these violations of the bylaws and the RPT regulation, today’s resolution passed by the Board of Directors is illicit, holding the directors who voted in favor of the transaction accountable for their actions.
Vivendi: Protecting Rights and Shareholders
Consequently, after all appeals to reasonableness have been disregarded, Vivendi is prepared to take legal action to challenge the decision and safeguard the rights of both the company and its shareholders.
About Vivendi
Since 2014, Vivendi has been focused on creating a world-class content, media, and communications group. The company boasts a diverse portfolio of leading assets that span across various industries, including television and movies (Canal+ Group), communications (Havas), magazines (Prisma Media), video games (Gameloft), and live entertainment and ticketing (Vivendi Village). It also operates a global digital content distribution platform (Dailymotion) and has a subsidiary dedicated to providing high-speed Internet access in Africa (GVA).
The recently proposed combination with Lagardère, which is pending approval from the European Commission, will further boost Vivendi’s position as the world’s third-largest consumer and educational publishing group. By leveraging its cohesive businesses, Vivendi aims to create even greater value for its stakeholders.
Commitment to the Environment and Society
Vivendi understands the importance of environmental responsibility and is actively working towards mitigating climate change. The company aligns its approach with the 2015 Paris Agreements to contribute meaningfully to this global cause.
Furthermore, Vivendi is dedicated to fostering open, inclusive, and responsible societies. It supports diverse and inventive creative works while also advocating for broader access to culture, education, and its businesses. The company strives to increase awareness of the challenges and opportunities that the 21st century presents.
For more information about Vivendi’s operations and endeavors, please visit Vivendi’s official website.
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