In accordance with the agreements concluded on August 10, 2020 (*), Amber Capital has informed Vivendi of its intention to sell all its shares in Lagardère and has invited Vivendi to make an acquisition offer.
The Vivendi Management Board has accepted to offer €24.10 per share for the 25,305,448 shares held by Amber Capital, representing 17.93% of the share capital and 14.34% of the theoretical number of voting rights in Lagardère. The Vivendi Supervisory Board has approved the Management Board’s decision regarding this offer.
Amber Capital has accepted this offer, leading to the conclusion of a conditional sales contract in the following terms.
The transaction will be completed by December 15, 2022, after gaining the approvals required by the current regulations in light of the takeover that could result from the mandatory public offer following this acquisition. If these authorizations, mainly requested by the European Commission and the French media authority Conseil supérieur de l’Audiovisuel, are not obtained by December 15, 2022, the acquisition will have to be completed at the same price by a third party in place of Vivendi.
At the seller’s request, a small minority of these shares, between around 0.4% and 0.9% of the share capital, will be acquired directly and unconditionally in September.
Ordinary distributions that would be paid by Lagardère up until the sale completion would benefit the seller, without any change in the €24.10 price. Other distributions would result in a price adjustment.
Pending such regulatory approvals, in return for the pledge concerning the Lagardère shares held by Amber Capital, Vivendi will grant a cash collateral for an amount corresponding to their value based on a €24.10 price per share.
Should the acquisition by Vivendi be completed, Vivendi will hold 45.1% of the share capital and 36.1% of the voting rights of Lagardère, going above the 30% share capital and voting right thresholds in Lagardère. As a result, a mandatory proposal for a public offer at the same price for all Lagardère shares not yet owned by Vivendi will be filed with the French market authority (Autorité des Marchés financiers) in accordance with current regulation.
The contract signature does not affect the shareholder agreements concluded by the main shareholders to transform Lagardère into a limited company, as announced on April 28, 2021.
(*) Shareholders’ agreement published by the Autorité des Marchés financiers on August 11, 2020, notice 220C2974
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