By Nick Kostov in Paris and Sarah E. Needleman in New York
Ubisoft Entertainment SA's yearlong battle to stay out of
Vincent Bolloré's clutches is coming to a head.
The maker of "Assassin's Creed" and other popular videogame
series is slated to hold a shareholder meeting Thursday and has
been bracing itself for Mr. Bolloré's Vivendi SA, with a 23% stake,
to ask for board representation. That, analysts and Ubisoft
executives say, could open the door to a more active role for Mr.
Bolloré in the company, or even a full takeover.
A Vivendi spokesman declined to comment on whether Vivendi plans
to seek board representation at Ubisoft's shareholder meeting. As
of Tuesday, the company didn't plan to do so, people familiar with
the matter said.
Still, the two sides have been quietly wooing shareholders in
the standoff. Ubisoft, founded three decades ago by France's
Guillemot family, last year enlisted advisory firm Lazard Inc. to
help fend off any unsolicited approach. In February, it held a
special shareholder meeting at which it took the unusual step of
disclosing its financial targets for the next three years instead
of one.
Vivendi, meanwhile, has been pushing for board representation
since April and argues there are synergies to be found between
Ubisoft and Vivendi's music, movie and television, and videogame
units.
"We believe the voting outcome is likely to be extremely tight
and therefore it is probable that every shareholder's vote will
carry importance," said Robert Berg, an analyst at Joh. Berenberg,
Gossler & Co., in a note to investors earlier this month.
Vivendi's stake-building in Ubisoft highlights the growing
significance of the $100 billion videogame industry to the world's
media companies. Once comprising simple arcade and home-computer
titles popular with teens, videogaming has matured into a pastime
integrated throughout popular culture, generating revenue for
publishers in areas from movies to theme parks. It is also a rising
professional sport, with mainstream advertisers sponsoring teams
that compete in matches watched by millions of fans across arenas
and the web.
Game companies with a record of producing hit franchises are
"highly attractive" acquisition targets, said Benchmark Co. analyst
Mike Hickey. He cited the June agreement of China's Tencent
Holdings Ltd. and partners to buy a controlling stake in Supercell
Oy, the Finnish creator of the mobile blockbuster "Clash of Clans,"
for $8.6 billion.
For Ubisoft, the threat of a hostile takeover is real. Mr.
Bolloré, who as chairman of Vivendi calls the shots with just a 15%
stake, has made a fortune over the past three decades often by
using shareholder resolutions to seize control of businesses. He
orchestrated Vivendi's hostile takeover in May of mobile-game
developer Gameloft SE, another business founded by the Guillemot
family.
"We made a bet straight away that Vivendi was not going to make
an offer, " said a person familiar with Ubisoft's thinking. "We
knew last year that we would have to win the [annual general
meeting] and to do that we had to get shareholder support."
Ubisoft has stressed that losing control over decisions about
partnerships and licensing deals tied to its intellectual property
would hurt shareholders if the company were to become a part of
Vivendi.
Vivendi has said that Ubisoft, with a market capitalization of
EUR3.86 billion ($4.34 billion), would benefit from its industrial
and financial backing to grow and better compete with larger U.S.
rivals such as Activision Blizzard Inc. and Electronic Arts
Inc.
Ubisoft's stock has risen 86% over the past 12 months, boosted
in part by takeover speculation, while Vivendi's has dropped 15% as
investors sought more details about the company's strategy.
"We won't relax until they sell their shares," Yves Guillemot,
co-founder, chairman and chief executive of Ubisoft, said in an
interview Friday from his office in Paris overlooking a graveyard.
"The creeping control strategy implemented by Vivendi is dangerous.
We think that there's a great risk of shareholders losing
value."
Vivendi has experience in the videogame business. In 2007, under
different management, it bought a 52% stake in Activision Blizzard
for $18.9 billion. Six years later, though, Vivendi sold its stake
in videogame maker, saying there was too little synergy with its
music and pay-TV businesses. Activision's share price has nearly
tripled since.
Today, Vivendi believes videogame assets are essential to its
goal of becoming a European giant in media and content. Ubisoft "is
part of a strategic vision of operational convergence between
Vivendi's content and platform and Ubisoft's productions in the
field of videogames," the media company said. On July 18, it said
that it wasn't considering launching a full takeover bid for at
least six months.
"Since we became a shareholder, we have written requesting
meetings but so far nothing has happened," said a Vivendi
spokesman. "We feel it would be normal as the main shareholder to
have a seat on the board, but we're not in a hurry."
For its part, Ubisoft says Vivendi has refused to provide a
written document about what a future with the two companies working
together might look like, which Vivendi confirms. Mr. Guillemot
said repeated requests for insight into Vivendi's strategy for the
company have gone unanswered.
Write to Nick Kostov at Nick.Kostov@wsj.com and Sarah E.
Needleman at sarah.needleman@wsj.com
(END) Dow Jones Newswires
September 28, 2016 02:48 ET (06:48 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.