Milano — Vivendi has filed a summons at the Milan court asking the judge to invalidate the decision of the Telecom Italia board of directors of last November 5th. When, by a large majority, the council – after 72 hours of meeting – approved the sale of the fixed telephone network to KKR for 18.8 billion of euros (up to 22 billion). According to the French group, Tim’s largest shareholder with 23.75% of the capital, the board of directors did not operate according to the law: it did not submit the offer, in which the Ministry of Economy will also participate, to the preventive scrutiny of the Parties Committee related, and above all did not submit it to the extraordinary meeting.
For Vivendi the sale of the network would in fact go to affect the corporate purpose, and therefore it should be approved by a majority of two thirds of the shareholders present at the meeting. Vivendi also disputes that the price offered by Kkr does not do justice to the value and uniqueness of the network, estimated at 31 billion. For all these reasons the French group, which is assisted in the case by the professors Giuseppe Guizzi, Ilaria Pagni and Giuseppe Ferriasked the Court of Milan to invalidate the decision of Tim’s board of directors, which remains determined to move forward with the sale of the network.
The hearing in April before the meeting
The first hearing should be held in mid-April, probably before the Telecom meeting on April 23, called for the approval of the 2023 budget and for the renewal of the board. In this regard, the outgoing board of directors has just started the procedures for the presentation of a new board list with Pietro Labriola as CEO, and which the French giant had no intention of supporting.
Tim’s response: Let’s move on
Peremptory Telecom’s response which also yesterday reiterated that it had followed the dictates of the law to the letter. Tim then points out that Vivendi «did not make any precautionary request, nor did it ask to urgently inhibit the execution of the resolution and the consequent negotiating acts. The activities envisaged by the agreements with KKR aimed at closing the operation will therefore continue, as expected, without delays or interruptions”. In this regard, sources close to Vivendi let it be known that with the summons the French group asks the Court to enter into the merits of the decision taken by the board of directors and examine all the disputed points one by one.
Tim also specifies that Vivendi had already announced the lawsuit «for months on the market with effects on the performance of stock market prices» and that this is «based on arguments that Tim has already analyzed in detail at the time of approving the operation». According to Telecom «a prodromal comparison – which was often requested by Labriola – it would perhaps have helped in a better understanding of the story and its legitimacy and avoided prolonging a climate of uncertainty and instability over time to the detriment of Tim’s shareholders and other stakeholders”.
If the trial judge were to accept Vivendi’s requests, according to legal sources close to the French, could also suspend the network sale process as a precaution, as in theory Vivendi would have the right toia to compensation for damages in the millions, as well as a possible right of withdrawal. The fact is that ordinary justice times could be very long and a sentence risks arriving when the sale of the network to KKR and Mef has already been concluded. News that the market – which feared a stop to the operation – yesterday he celebrated making money for title 2.36% to 0.269 euro.