Vivendi: A 2017 Internal Email Reignites Debate Over Forced Takeover Bid
The French Financial Markets Authority has presented to the Paris Court of Appeal an internal email from the Bolloré Group dated August 9, 2017, titled 'De facto control of Bolloré Group over Vivendi,' according to BFM Business. This document is part of the dispute between activist fund CIAM and Vincent Bolloré concerning the spin-off of Vivendi, completed at the end of 2024 to separately list Canal+ and Havas.
A Document Used in the Debate on Vivendi's Control
This email was reportedly sent by the Bolloré Group's management control to two close executives of Vincent Bolloré. The message was produced by the AMF during the hearing, as reported by BFM Business. At the time, the Bolloré Group was attempting to justify the consolidation of Vivendi in its accounts under IFRS 10 accounting standards, while holding 15.2% of the capital and 29.6% of the voting rights.
Defense Distinguishes Between Accounting Control and Legal Control
The central issue of the case now focuses on the legal implications of this document. Vincent Bolloré's defense argues that the note was solely intended to demonstrate compliance with accounting consolidation criteria, without constituting an acknowledgment of legal control of Vivendi under securities law or corporate law. The group's lawyer reminded that in November 2024, the AMF had considered that there was no legal control of Bolloré over Vivendi.
CIAM Demands a Buyout Offer
CIAM advocates a contrary interpretation. It believes that Bolloré was already exercising de facto control over Vivendi despite holding a minority stake, and that the end-2024 spin-off should have been accompanied by a buyout offer for the benefit of minority shareholders. CIAM's lawyer sees the email produced by the AMF as evidence that the Bolloré Group itself described its ability to control Vivendi in practice. If the court were to acknowledge the existence of de facto control, the stakes would not be merely theoretical. For CIAM, this qualification could have required the Bolloré Group to propose a buyout offer to Vivendi's minority shareholders, rather than just proceeding with the group's spin-off. Such an outcome would imply that the influence exerted by a minority shareholder, when it translates into effective power over governance decisions, can trigger obligations similar to those associated with a classic takeover. This is precisely the point contested by the defense, which refuses to equate Vivendi's accounting consolidation with a legal obligation to launch a takeover bid.
