Vivendi accepts Numericable-SFR, Altice offer

Multinational cable and telecommunications company Altice, founded by telecoms entrepreneur Patrick Drahi, has entered into the final agreements with Vivendi regarding the acquisition of the 20 per cent stake Vivendi owns in France’s second-largest telco Numericable-SFR for a price of €40 per share. The transaction carried out via its subsidiary Altice France, and Numericable-SFR, follows approval by Vivendi’s Supervisory Board of their offer dated February 17th 2015.

Numericable-SFR will acquire half of Vivendi’s stake through a share buyback programme which will be submitted to a vote at the shareholders’ meeting of Numericable-SFR. The remainder of the Vivendi’s stake will be acquired by Altice France at the same time, with a payment to be made no later than April 7th 2016 and subject to an interest of 3.8 per cent per annum.

The payment by Altice France of approximately €1.948 billion plus interest of 3.8 per cent per annum has been secured by a bank guarantee.

The closing of this transaction is expected to occur in the days following the next shareholders’ meeting of Numericable-SFR, which will be held no later than April 30th 2015.

This transaction will in particular result in the termination of the shareholders’ agreement and the call options agreements entered into between Altice France and Vivendi in connection with the SFR acquisition.

Upon this transaction, Altice France’s stake in the share capital and voting rights of Numericable-SFR will increase from 60.4 per cent to 70.4 per cent (i.e. 78 per cent excluding treasury shares held by Numericable-SFR).
In case of non-completion of the transaction, for reasons other than administrative or judicial or attributable to Vivendi, Altice S.A. will pay a break-up fee of € 120 million to Vivendi.

Vivendi said the transaction enabled it to complete the divestment of SFR under financial conditions that result in it receiving, with respect to these shares, a premium of 20 per cent over the closing price for the shares on November 27th 2014, the date the sale of SFR was completed. It added that the low level of liquidity in the Numericable-SFR shares would make a future exit under optimal conditions uncertain.

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