MILAN (Reuters) - Mediaset hostile shareholder Vivendi could be excluded from voting at shareholder meetings of a new Amsterdam-based TV company the Italian broadcaster is setting up, according to a bylaw of the new holding.
Mediaset earlier this month unveiled a corporate overhaul that includes putting the group and its separately-listed Spanish unit under a new Dutch holding company as part of a pan-European growth strategy.
The broadcaster, controlled by the family of former Prime Minister Silvio Berlusconi, will have around 35% of the holding MediaforEurope (MFE) and just above 50% of voting rights.
Vivendi, Mediaset’s second-biggest shareholder, is set to have around 23 percent of MFE once the deal is signed off. However, most of that stake will be held in a trust reflecting the current set-up at Mediaset.
Vivendi could potentially scupper the corporate overhaul if it exercises its right of withdrawal for its whole stake as Mediaset has set a ceiling of 180 million euros on the cash outlay for the option, well below the Vivendi stake.
The French media giant is currently embroiled in a legal dispute with Mediaset stemming from a failed 2016 pay-TV deal.
After Mediaset’s pay-TV sale to the French group fell through, Vivendi built a stake of 29 percent in Mediaset but was later forced by Italian regulators to transfer most of its voting rights into a trust because of antitrust concerns.
Vivendi is also the top shareholder in Telecom Italia.
On top of that Vivendi and the trust have both been excluded from voting at Mediaset’s shareholder meetings, because the broadcaster considers the stake illegitimate. A legal case is ongoing in court.
A document posted on Mediaset’s website late on Tuesday said that state of affairs would also be applicable to the Dutch holding until the legal dispute is resolved.
The bylaws, which will be voted on at an MFE shareholder meeting called early in September to approve the deal, will need signing off by the new MFE board.
Reporting by Stephen Jewkes, editing by Silvia Aloisi