The Supervisory Board of Vivendi decided to enter into exclusive negotiations with Telefonica, after having received two binding offers: one from Telefonica and another from Telecom Italia.
The Telefonica offer represents a total enterprise value of EUR7.450 billion. It includes a part in cash (EUR4.663 billion) as well as a part in Telefonica Brasil shares (12%) of which about one third can be exchanged at Vivendi’s discretion for 5.7% of the share capital and 8.3% of the voting rights in Telecom Italia.
The divestment from GVT would allow selling the last telecom company wholly-owned by Vivendi after the disposals of Maroc Telecom and SFR. The agreement between Telefonica and Vivendi would also allow the development of joint projects in content and media. In addition, if it so wish, Vivendi could become a shareholder in Telecom Italia by exchanging its Brazilian shares for Italian ones.
The Allen & Overy team was composed of Marcus Billam (Partner, Mergers & Acquisitions), Frédéric Moreau (Partner, Mergers & Acquisitions), Jean-Baptiste de Martigny (Counsel, Mergers & Avquisitions) et Ioana Nicolas (Associate, Mergers & Acquisitions). Ahmed Baladi (Partner) et Vera Lukic (Senior Associate) advised on the potential partnership in content and media.
Dominique Bompoint (Bompoint Avocats) advises Vivendi on the M&A aspects, jointly with the Allen & Overy Paris team.
Pinheiro Neto advises GVT on Brazilian law aspects.
Gianni Origoni Grippo Cappelli Partners advises Vivendi on Italian law aspects.
Machado Meyer advises Telefonica.
Source: www.allenovery.com
