Vivendi will examine the distribution of 60% of UMG’s share capital and its listing by the end of the year
February 13 2021 - 3:54AM
Business Wire
Regulatory News:
Vivendi’s (Paris:VIV) leading institutional shareholders have
been pressing for a number of years for a split or the distribution
of Universal Music Group (UMG) to reduce Vivendi’s conglomerate
discount.
Prior to considering a favorable response to this request, the
Management Board wished to obtain a fair value for UMG to better
serve the interests of its shareholders and therefore support the
fulfillment of its development plan to become a global leader in
content, media and communications.
The Chairman of the Management Board set a minimum target of 30
billion euros for UMG’s enterprise value. The transaction completed
in recent days on that basis, for 10% of UMG’s share capital,
resulting in 20% of the share capital now held by the Tencent-led
consortium, as well as interests expressed by other investors at
potentially higher prices, have now enabled the Management Board to
consider a distribution of 60% of UMG’s share capital to Vivendi
shareholders.
This distribution, exclusively in kind, would take the form of
an exceptional distribution (“special dividend”). The listing of
the shares of UMG, a holding company currently being incorporated
in the Netherlands, would be applied for on the regulated market of
Euronext NV in Amsterdam, in a country which has been one of UMG’s
historical homes. The transaction has received an initial favorable
response from the Tencent-led consortium with whom the planned
listing will be examined.
A Vivendi Extraordinary Shareholders’ Meeting will be called for
March 29, 2021 to modify the company’s by-laws and make this
distribution possible. Subject to a positive shareholder vote,
Vivendi will continue to work on this project, including a
Shareholders’ Meeting to approve the distribution and subsequent
completion of the transaction before end 2021.
In addition, the Management Board will also propose an ordinary
dividend of €0.60 per share for the 2020 fiscal year at the
Shareholders’ Meeting called to approve the company’s financial
statements on June 22, 2021.
The banks already mandated for the first steps necessary to
fulfill Vivendi’s development plan will be involved in this
process.
Important disclaimers
This press release contains information that may have
characterized, before becoming public, inside information as
defined by Article 7, par. 1, of the European Regulation 596/2014.
It also contains forward-looking statements with respect to the
financial condition, results of operations, business, strategy,
plans and outlook of Vivendi. Although Vivendi believes that such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance. 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 filed
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 readers against relying on such
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.
About Vivendi
Since 2014, Vivendi has been focused on building a world-class
content, media and communications group with European roots. In
content creation, Vivendi owns powerful, complementary assets in
music (Universal Music Group), movies and series (Canal+ Group),
publishing (Editis) and mobile games (Gameloft) which are the most
popular forms of entertainment content in the world today. In the
distribution market, Vivendi has acquired the Dailymotion platform
and repositioned it to create a new digital showcase for its
content. The Group has also joined forces with several telecom
operators and platforms to maximize the reach of its distribution
networks. In communications, through Havas. the Group possesses
unique creative expertise in promoting free content and producing
short formats, which are increasingly viewed on mobile devices. In
addition, through Vivendi Village, the Group explores new forms of
business in live entertainment, franchises and ticketing that are
complementary to its core activities. Vivendi’s various businesses
cohesively work together as an integrated industrial group to
create greater value. www.vivendi.com
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