お知らせ • Nov 23
Vivendi SE (ENXTPA:VIV) completed the acquisition of 12.46% stake in Lagardere SA (ENXTPA:MMB) for €450 million.
Vivendi SE (ENXTPA:VIV) made an offer to acquire remaining 55% stake in Lagardere SA (ENXTPA:MMB) for €2 billion on September 15, 2021. In a related transaction, Vivendi SE entered into a contract to acquire an additional 17.93% stake in Lagardere SA for approximately €610 million. Vivendi will acquire remaining shares at a price of €24.1 per share. After the contract transaction, Vivendi SE will hold 45% stake in Lagardere SA. The filing of the proposed tender offer is due to take place by February 2022. Vivendi is considering the possibility of holding the €24.10 price until December 15, 2023, and to offer an increased price of €25.50 (from which the 2021 dividend would be deducted) to the shareholders who would elect to sell their share immediately. Vivendi’s final decision on the terms of its tender offer will be taken by the Management Board. As of February 21, 2022, Offeror increased an offer price to €25.5 per share. As on May 8, 2022, Qatar Holding LLC told it does not intend to tender its shares. As of June 9, 2023, the European Commission adopted the decision authorizing Vivendi to acquire control of Lagardère SA. The Commission’s authorisation is conditional upon compliance with the commitments offered by Vivendi SE, entailing the full divestment of Editis and of Gala magazine. As of June 14, 2022, Vivendi holds 80,943,768 Lagardère shares, representing the same number of voting rights, or 57.35% of the capital and 47.33% of the theoretical voting rights of Lagardère. As of The offer will be conditional on no other regulatory authorization than the conformity declaration by the French Market Authority. Vivendi received conditional approval from EU to complete the transaction. Vivendi does not intend to implement a mandatory squeeze-out of Lagardère following its offer, assuming the conditions to do so are met. The offer will commence from April 14, 2022 to May 20, 2022. As on May 25, 2022, at the expiry of initial period, Vivendi SE acquired 14.535 million shares representing 10.23% stake of Lagardere SA. Accordingly, Vivendi SE launched subsequent tender offer launched and it will expire on June 9, 2022. As of July 25, 2023, European Commission has decided to open a formal investigation to determine whether Vivendi breached the notification requirement and 'standstill obligation' set out in the EU Merger Regulation, as well as the conditions and obligations attached to the Commission's decision to clear the transaction. The transaction with Lagardère should be finalized before the end of the yearCleary Gottlieb Steen & Hamilton LLP acted as a legal advisor to Vivendi SE. BNP Paribas SA (ENXTPA:BNP), Lazard Frères Banque SA, Société Générale Société anonyme (ENXTPA:GLE) and Natixis Pramex International SA acted as financial advisor of Vivendi.Vivendi SE (ENXTPA:VIV) completed the acquisition of 12.46% stake in Lagardere SA (ENXTPA:MMB) for €450 million on November 21, 2023. Vivendi currently holds approximately 60%(57.35%) of Lagardère’s share capital and can now fully exercise slightly over 50% of its voting rights. This transaction took effect following the closing of the two sales Vivendi had committed to with the European Commission, i.e. the sale of 100% of the share capital of Editis to International Media Invest (IMI), which occurred on November 14, 2023, and the sale of the Gala magazine to Groupe Figaro. With this transaction, Vivendi becomes significantly larger, with 2022 pro forma combined revenues of more than €16.5 billion. The combined workforce of all the Group’s companies totals approximately 66,000 employees spanning across all continents.