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French media group Vivendi has submitted an indicative offer to Groupe Bolloré to purchase the approximately 60 per cent stake it owns in Havas at a price of €9.25 per share, financed by Vivendi’s available cash.
The price offered provides an instant premium of 8.8 per cent over the closing price for Havas shares on May 10, 2017. Factoring in the detachment of the €0.18 per share dividend declared by Havas, the share offer price represents a premium of 11.2 per cent over the Havas share price on May 10, 2017 (ex-dividend), 11.5 per cent over the weighted average share price over the past month (ex-dividend) and 20.6 per cent over the weighted average share price for the last twelve months (ex-dividend).
This transaction displays a price consistent with industry multiples and is expected to have an accretive effect on Vivendi. It takes into account recent comments made by Havas management during its Q1 2017 earnings release presentation.
Vivendi says that after having consolidated its foundations, it is now entering a new development phase and this transaction will give the Group a new dimension to compete against powerful global players.
This strategic transaction will allow Vivendi to accelerate its building of a leading world-class content, media and communications group and will ensure the newly created group a unique positioning in an environment in which content, distribution and communications are converging.
The proposed acquisition will enable Vivendi to strengthen all its businesses at a time of profound transformation. In this environment which offers attractive development prospects, in-depth consumer knowledge and strong data analytics capabilities represent a significant competitive advantage, it suggests.
This transaction will enable Havas to leverage Vivendi’s skills in talent management, content creation and distribution. In return, Vivendi will gain access to Havas’s expertise in consumer science, data analytics and new creative formats.
Through joining Vivendi, Havas will have access to financial resources for both its organic and external growth worldwide.
The teams from both companies, who share the same passion for creativity and innovation, will work together to develop value-creating joint projects while maintaining execution agility and their own identities. This transaction should not have any negative employment impact. On the contrary, it would generate attractive opportunities for all the groups’ employees.
Vivendi’s Supervisory Board approved the indicative offer. Vivendi’s objective is to reach a binding agreement with Groupe Bolloré on the acquisition of its stake in Havas as soon as possible.
The closing of this transaction remains subject, among others, to the completion of satisfactory due diligence, the execution of a share purchase agreement between Vivendi and Groupe Bolloré, the consultation with the employee representative bodies and the approval of the relevant competition authorities.
If the acquisition is completed, in accordance with applicable law, Vivendi will launch a simplified public tender offer on the remaining Havas shares at the same price, without seeking a delisting of Havas shares.