French media company Vivendi has announced that following a review, Vivendi’s supervisory board has agreed to accept Altice Group’s offer to purchase Vivendi’s 20% interest in domestic telecoms operator Numericable-SFR. ‘This transaction enables the company to complete the divestment of SFR under financial conditions that result in it receiving, with respect to these shares, a premium of 20% over the closing price for the shares on 27 November 2014’, the company said in a press release, adding that low level of liquidity in the Numericable-SFR shares would make a future exit under optimal conditions uncertain. Under the agreements, Numericable-SFR will acquire half of Vivendi’s stake (10%) through a ‘share buyback programme’ for EUR1.947 billion (USD2.18 billion) in cash, which would be submitted to a vote at a general assembly of Numericable-SFR shareholders no later than 30 April 2015. 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).
As previously reported by TeleGeography’s CommsUpdate, in April 2014 Vivendi’s management 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.