14 months ago Vivendi’s no
Fourteen months, this is the time that passed from the takeover bid (or rather, from the takeover bid) of the US fund Kkr on all Tim (at 0505 euros per share) to the offer for just the network a few days ago. It will not have escaped the most attentive observers that in November 2021, Tim’s first shareholder, the French of Vivendi who today as then had 23.75% of the Italian telecommunications group, barely gave the market a chance to appreciate the tasty news to then reject without appeal the approximately 11 billion put on the plate by American private equity.
This time instead zero. No official statement and very few unofficial utterances. It will be said, at the time the offer was clear, today less so. Tim’s board knows the details of the eight pages being talked about, but on Tim’s board of directors to date (after the departures of Frank Cadoret and Arnaud de Puyfontaine) there is no direct representative of the media giant founded by Vincent Bollorè. It is unrealistic to think that the CEO and his representatives have not sifted through the details of the proposal and it is also possible that they were made aware of them before the Kkr initiative.
Silent assent?
So? Why the silence of in these hours? Can the market take it as approval? Hard to tell. It is more reasonable to think that from a certain point of view Vivendi is now in an advantageous position, if not ideal. And that this advantage wants to exploit it to the fullest. On the one hand he sees his “enemy” in the game in the corner. It is too easy to highlight how the Kkr initiative first of all displaced the Cdp. Tim’s second shareholder and first with 60% of Open Fiber was seen anticipating the move that he had been predicting for months. First with the Mou, the memorandum of understanding which should have involved the same Kkr leading to an essentially Open Fiber offer on the Tim network to arrive at the single network. Then with the table wanted by the government which had involved Vivendi, Cdp, Palazzo Chigi and the ministry of made in Italy. Now it seems that by the end of next week or the beginning of the next one it could be the right time. Cassa Depositi e Prestiti could make its offer before Tim’s board meeting on February 24th which arrives four days before the deadline of the 28th which would have been indicated non-peremptorily by Kkr.
But how much does Cdp have to put on the plate? Definitely more than the 18-19 billion we were talking about, given that the only certainty comes from the fact that the Kkr proposal has the “2” in front of it. And that the now famous backbone is not included in the perimeter, the so-called backbone of the network which is worth between 3 and 3.5 billion. Not only. Because the group led by Dario Scannapieco brings with it, unlike Kkr, the Antitrust risk for the majority stake in Open Fiber. Not an easy situation.
Change of guard on the presidency
Vivendi also has another card to play and it is that of the board of directors. Ever since the surprise resignation of de Puyfontaine (January 16) who left the board because he did not feel represented and because he had been asking for a change of guard on the presidency for some time, with Sarmi in Rossi’s place, one wonders what could happen if this Board, without representatives of the first shareholder, were to take relevant decisions.
And what is more relevant than the response to Kkr’s offer? An offer that could provide a solution (at least in part) to Tim’s oldest problems: that of debt. Both in the event of the counter-offer from CDP and in the opposite case, the councilors will be called to take on a great responsibility. In fact, not only were there no French in the last council, but there were also no representatives of the second shareholder, i.e. CDP. Both Gorno Tempini (president of Cassa) and Massimo Sarmi (president of Fibercop participated by Kkr) left the board when it came to talking about the offer because it was in conflict of interest.
Assogestioni only
In short, it would be the only representatives of Assogestioni (which took less than 2% of the votes at the meeting) to lead the game. It is unlikely that the French – who are showing trust and attention towards the Meloni government in every way – can reach the institutional tear and challenge the council’s decision, but on paper they could convene an assembly by presenting their own majority list, even under of the recent sentence of the Court of Cassation which frees them from the obligation of having to consolidate Tim’s debt even in the event of a majority of directors on the Board.
In short, today Vivendi can afford the luxury of sitting on the river bank and waiting for the moves of others. A total change of perspective thanks to Kkr’s move.