“Bolloré’s sleight of hand is hard for shareholders to swallow”

PWho are these money flowing from the Vivendi split? For all shareholders or for the first of them, Vincent Bolloré? This is the question that the shareholders of the owner of Canal+ and Havas will have to answer at a general meeting on December 9. Unless the activist fund CIAM, which holds 0.025% of the conglomerate, wins its case. On Wednesday, November 27, the management company filed a summons against Vivendi before the Paris commercial court in order to obtain the postponement of this high mass.

It was in December 2023 that Vivendi announced that it was considering cutting itself into pieces. As much as it sounds gory in a tabloid magazine, it's stock market nirvana. A split – in the jargon – often creates value, because the sum of the parts can be worth more than the whole. In July, the future quartered gave more details. Each holder of a Vivendi share should receive one Canal+ share, one Havas share, one Louis Hachette share (bringing together publishing and Prisma Media, etc.) and one Vivendi share (with everything that remains, Gameloft and holdings).

What raises eyebrows is the choice of listing places, Canal+ in London, Havas in Amsterdam, Louis Hachette on Euronext Growth in Paris (an unregulated market)… In reality, everything seems to have been designed to allow the Bolloré group to , which owns 29.9% of Vivendi, to increase the capital of Canal+, Havas and Louis Hachette without paying a control premium, when the regulations in force on Euronext Paris require the triggering of a public purchase offer (OPA), once the 30% threshold has been crossed.

Circumvent the regulations

A sleight of hand that is hard to swallow for minorities. But, according to ISS, the US investor advisory agency, the loss of protections is more than offset by access to a better valuation. It's a “yes careful” in favor of the operation. For Proxinvest, the French agency, it’s no. CIAM goes further. The activist fund filed an appeal against Vivendi before the Paris commercial court for abuse of rights, believing that the overall arrangement of the split aims to circumvent French stock market regulations. He also appealed against the green light from the Financial Markets Authority granted to the operation.

Hence the request to adjourn the general meeting. This is daring: justice has never granted such a postponement. But is it essential? When the commercial court looks into the case, in a few months, the split will certainly have already taken place, but, if the judges agree with CIAM, there will always be a way to return to the previous situation: there All it takes is for the Bolloré group to launch a takeover bid for each of the pieces of the former Vivendi empire.