Cleary Gottlieb assisted Vivendi in negotiating a general settlement agreement with Fininvest and Mediaset, signed on May 3, 2021, providing for a mutual waiver of all litigation and claims, after almost five years of litigation in Italy and various other European countries.
In particular, Fininvest and Mediaset will waive their appeal against the recent first instance judgments by the Milan commercial court dismissing their over €6 billion claims against Vivendi and will not pursue further its criminal complaints against Vivendi’s top executives.
Fininvest will propose to Mediaset’s annual ordinary shareholders’ meeting, to be held on June 23, 2021, the distribution of an extraordinary dividend to be paid on July 21, 2021. Vivendi will collect the dividend on its entire 28.8% stake prior to the closing, scheduled for July 22, 2021.
At closing, Fininvest will acquire 5% of the capital of Mediaset, held directly by Vivendi. Vivendi will remain a shareholder of Mediaset with its residual stake of 4.61% and will be free to keep or sell it at any time and at any price.
The agreement also requires Vivendi to sell on the market, within a five-year period, the 19.19% stake in Mediaset held by Vivendi’s trustee Simon Fiduciaria. Fininvest has a call option to purchase the unsold portion within each 12-month period. Vivendi has also agreed not to acquire Mediaset shares for five years.
Vivendi has agreed to vote in favor of the shareholder resolutions concerning the abolition of the increased voting rights mechanism and the transfer of Mediaset’s headquarters to the Netherlands. In addition, Vivendi has committed not to invest in certain European free-TV broadcasters for a period of five years.