French media group Vivendi has received a ‘firm offer’ from Luxembourg-based investment fund Altice Group to cede its 20% stake in the newly enlarged telecom operator Numericable-SFR for a price of EUR40 (USD45.6) per share, thus valuing the stake at EUR3.9 billion. According to a press release, Numericable-SFR will acquire half of Vivendi’s stake through a ‘share buyback programme’, which would be submitted to a vote at a general assembly of Numericable-SFR shareholders. The remaining shares will be acquired by Altice France (a subsidiary of Altice Group), with the payment to be made no later than 7 April 2016 (subject to an interest of 3.8% per annum). Altice France’s payment of approximately EUR1.948 billion plus interest has already been secured by a bank guarantee. ‘The implementation of this transaction is subject to Supervisory Board approval at Vivendi, and would lead to adjustments to previous agreements, would put an end to the existing shareholder agreement between Altice and Vivendi and also to several financial arrangements between the parties’, Altice said. For its part, Vivendi highlighted that its management will consider the offer in ‘the coming days’ and will make a decision at its supervisory board meeting, scheduled to be held on 27 February 2015.
As previously reported by TeleGeography’s CommsUpdate, in April 2014 Vivendi’s supervisory board accepted a takeover offer for SFR from Numericable’s parent Altice. Under the deal, Altice will pay Vivendi EUR13.5 billion in cash whilst Vivendi will take a 20% stake in a newly formed company, Numericable-SFR, which will be 60% owned by Altice, with 20% publicly listed in Paris. Vivendi has an option to sell its 20% SFR-Numericable stake after a one-year lock-up period (with Altice claiming first refusal rights), while under the deal’s terms Vivendi can earn a potential additional consideration of EUR750 million if SFR-Numericable’s EBITDA-CAPEX value is at least equal to EUR2 billion during one fiscal year.