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Vivendi (Paris:VIV) announces that it submitted today an
indicative offer to Groupe Bolloré to purchase the approximately
60% stake it owns in Havas at a price1 of 9.25 euros per share,
financed by Vivendi’s available cash. The price offered provides an
instant premium of 8.8% over the closing price for Havas shares on
May 10, 2017. Factoring in the detachment of the €0.18 per share
dividend declared by Havas, the share offer price represents a
premium of 11.2% over the Havas share price on May 10, 2017
(ex-dividend), 11.5% over the weighted average share price over the
past month (ex-dividend) and 20.6% over the weighted average share
price for the last twelve months (ex-dividend).
This transaction displays a price consistent with industry
multiples and is expected to have an accretive effect on Vivendi.
It takes into account recent comments made by Havas management
during its Q1 2017 earnings release presentation.
After having consolidated its foundations, Vivendi is now
entering a new phase in its development and this transaction will
give the Group a new dimension to compete against powerful global
players.
This strategic transaction will allow Vivendi to accelerate its
building of a leading world-class content, media and communications
group and will ensure the newly created group a unique positioning
in an environment in which content, distribution and communications
are converging.
The proposed acquisition will enable Vivendi to strengthen all
of its businesses at a time of profound transformation. In this
environment which offers attractive development prospects, in-depth
consumer knowledge and strong data analytics capabilities represent
a significant competitive advantage.
This transaction will enable Havas to leverage Vivendi’s skills
in talent management, content creation and distribution. In return,
Vivendi will gain access to Havas’s expertise in consumer science,
data analytics and new creative formats.
Through joining Vivendi, Havas will have access to financial
resources for both its organic and external growth worldwide.
The teams from both companies, who share the same passion for
creativity and innovation, will work together to develop
value-creating joint projects while maintaining execution agility
and their own identities. This transaction should not have any
negative employment impact. On the contrary, it would generate
attractive opportunities for all the groups’ employees.
Vivendi’s Supervisory Board, which met today, approved the
indicative offer. Vivendi’s objective is to reach a binding
agreement with Groupe Bolloré on the acquisition of its stake in
Havas as soon as possible.
The closing of this transaction remains subject, among others,
to the completion of satisfactory due diligence, the execution of a
share purchase agreement between Vivendi and Groupe Bolloré, the
consultation with the employee representative bodies and the
approval of the relevant competition authorities.
If the acquisition is completed, in accordance with applicable
law, Vivendi will launch a simplified public tender offer on the
remaining Havas shares at the same price, without seeking a
delisting of Havas shares.
An analyst conference call will take place this May 11, 2017
at 6.45pm Paris time, 5.45pm London time. Speakers will be
Arnaud de Puyfontaine, Chief Executive Officer of Vivendi, and
Hervé Philippe, Member of the Management Board and Chief Financial
Officer of Vivendi.
Media are invited on a listen-only basis. The conference will be
held in English.
Numbers to dial:France: +33 176 77 25 06UK:
+44 330 336 94 12Access code: 174 97 22Slides will be
available on
http://www.vivendi.com/en/investment-analysts/financial-transactions/
About Vivendi
Vivendi is an integrated content and media group. The company
operates businesses throughout the media value chain, from talent
discovery to the creation, production and distribution of content.
Universal Music Group is engaged in recorded music, music
publishing and merchandising. It owns more than 50 labels covering
all genres. Canal+ Group is engaged in pay-TV in France, as well as
in Africa, Poland and Vietnam. Its subsidiary Studiocanal is a
leading European player in production, sales and distribution of
movies and TV series. Gameloft is a worldwide leader in mobile
games, with 2 million games downloaded per day. Vivendi Village,
groups together Vivendi Ticketing (in the United Kingdom, the
United States and France), MyBestPro (expert counseling), Watchever
(subscription streaming services), Radionomy (digital radio), the
venues L’Olympia and Theâtre de L‘Œuvre in Paris, and CanalOlympia
in Africa, as well as Olympia Production. With 3 billion
videos viewed each month, Dailymotion is one of the biggest video
content aggregation and distribution platforms in the world.
www.vivendi.com, www.cultureswithVivendi.com
Important Disclaimers
This press release is for information purposes only and does not
constitute an offer and should not be construed as constituting any
form of solicitation for the purchase or sale of securities in any
jurisdiction, including in France.
Vivendi does not intend to open the public tender offer
described above, directly or indirectly, in the United States or to
persons who are in the United States. Accordingly, no copy of this
press release or any other document relating to the public tender
offer may be published, distributed or released directly or
indirectly in the United States in any manner whatsoever.
The dissemination, publication or distribution of this press
release is prohibited in any country where such dissemination,
publication or distribution would constitute a violation of
applicable law or regulation or would subject Vivendi to any legal
requirements.
Cautionary Note Regarding Forward Looking Statements.
This press release contains forward-looking statements with
respect to the offers to purchase Havas shares by Vivendi as
described herein. Although Vivendi believes that such
forward-looking statements are based on reasonable assumptions,
such statements do not guarantee the completion of the offers to
purchase or the terms of such offers. Actual results may differ
materially from the forward-looking statements as a result of a
number of risks and uncertainties, many of which are outside our
control, including but not limited to the risks related to
antitrust and other regulatory approvals as well as any other
approvals which may be required in connection with certain
transactions and the risks described in the documents Vivendi files
with the Autorité des Marchés Financiers (French securities
regulator), which are also available in English on Vivendi’s
website (www.Vivendi.com). Investors and security holders may
obtain a free copy of documents filed by Vivendi with the Autorité
des Marchés Financiers at www.amf-france.org, or directly from
Vivendi. Accordingly, we caution you against relying on forward
looking statements. These forward-looking statements are made as of
the date of this press release and Vivendi disclaims any intention
or obligation to provide, update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Unsponsored ADRs. Vivendi does not sponsor an American
Depositary Receipt (ADR) facility in respect of its shares. Any ADR
facility currently in existence is “unsponsored” and has no ties
whatsoever to Vivendi. Vivendi disclaims any liability in respect
of any such facility.
1 Price paid at closing, dividend of €0.18 per share
detached.
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