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Annual Report -
2013
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Vivendi
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Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated
Financial Statements | Statutory Auditors’ Report on the Financial Statements |
Statutory Financial Statements
Note 24. Litigation
Action brought by the French Competition Authority regarding practices in the pay-TV sector
On January 9, 2009, further to its voluntary investigation and a
complaint by Orange, the French Competition Authority sent Vivendi and
Canal+ Group a notification of allegations. It alleges that Canal+ Group
has abused its dominant position in certain Pay-TV markets and that
Vivendi and Canal+ Group colluded with TF1 and M6, on the one hand,
and with Lagardère, on the other. Vivendi and Canal+ Group have each
denied these allegations.
On November 16, 2010, the French Competition Authority rendered a
decision in which it dismissed the allegations of collusion, in respect of
all parties, and certain other allegations, in respect of Canal+ Group. The
French Competition Authority requested further investigation regarding
fiber optic TV and catch-up TV, Canal+ Group’s exclusive distribution
rights on channels broadcast by the Group and by independent channels
as well as the extension of exclusive rights on TF1, M6 and Lagardère
channels to fiber optic and catch-up TV. On October 30, 2013, the French
Competition Authority took over the investigation into these aspects of
the case.
Annulment of the decision authorizing the acquisition of Direct 8, Direct Star, Direct Productions,
Direct Digital and Bolloré Intermédia
In November 2012 and January 2013, TF1 and M6 submitted to the
French Council of State an action for annulment of the decisions taken
by the French Competition Authority and the CSA (French authority for
media networks) authorizing the acquisition by Canal+ Group of Direct 8,
Direct Star, Direct Productions, Direct Digital and Bolloré Intermédia.
On December 23, 2013, the French Council of State annulled the French
Competition Authority’s decision with effect from July 1, 2014, and
partially annulled the decision of the CSA. On January 15, 2014, the
transaction was re-notified to the French Competition Authority.
Telefonica against Vivendi in Brazil
On May 2, 2011, TELESP, Telefonica’s Brazilian subsidiary, filed a claim
against Vivendi before the Civil Court of São Paulo (
3ª Vara Cível do
Foro Central da Comarca da Capital do Estado de São Paulo
). The
Company is seeking damages for having been blocked from acquiring
control of GVT and damages in the amount of 15 million Brazilian
reals (currently approximately €4.7 million) corresponding to the
expenses incurred by TELESP in connection with its offer for GVT. At the
beginning of September, 2011, Vivendi filed an objection to jurisdiction,
challenging the jurisdiction of the courts of São Paulo to hear a
case involving parties from Curitiba. This objection was dismissed
on February 14, 2012, which was confirmed on April 4, 2012 by the Court
of Appeals.
On April 30, 2013, the Court dismissed Telefonica’s claim for lack
of sufficient and concrete evidence of Vivendi’s responsibility for
Telefonica’s failing to acquire GVT. The Court notably highlighted the
inherently risky nature of operations in the financial markets, of which
Telefonica must have been aware. Moreover, the Court dismissed
Vivendi’s counterclaim for compensation for the damage it suffered
as a result of the defamatory campaign carried out against it by
Telefonica. On May 28, 2013, Telefonica appealed the Court’s decision
to the 5
th
Chamber of Private Law of the Court of Justice of the State
of São Paulo.
Dynamo against Vivendi
On August 24, 2011, the Dynamo investment funds filed a complaint
for damages against Vivendi before the Bovespa Arbitration Chamber
(São Paulo Stock Exchange). According to Dynamo, a former shareholder
of GVT that sold the vast majority of its stake in the Company before
November 13, 2009 (the date on which Vivendi took control of GVT),
the provision in GVT’s bylaws providing for an increase in the per share
purchase price when the 15% threshold is crossed (the “poison pill
provision”) should allegedly have applied to the acquisition by Vivendi.
Vivendi, noting that this poison pill provision was waived by a GVT
General Shareholders’ Meeting in the event of an acquisition by Vivendi
or Telefonica, denies all of Dynamo’s allegations. The arbitral tribunal
has been constituted and a hearing before the Bovespa Arbitration
Chamber should be scheduled shortly. In parallel, on February 6, 2013,
Dynamo filed an application with the 21st Federal Court of the capital of
the State of Rio de Janeiro to compel CVM and Bovespa to provide the
arbitral tribunal with confidential information relating to the acquisition
of GVT by Vivendi. This was rejected on November 7, 2013 as the Court
found that only the arbitral tribunal could make such an application. In
late December, Dynamo requested that the arbitral tribunal submit an
application for the confidential information from the judge.
