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Section 1 - Significant events
Financial Report
| Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated
Financial Statements | Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements
1.1.3.
Plan to sell GVT
On August 28, 2014, Vivendi’s Supervisory Board decided to enter into
exclusive negotiations with Telefonica to sell GVT. After receiving a
positive opinion from employee representatives, on September 18, 2014
it authorized the execution of an agreement with Telefonica for the sale
of GVT. This agreement, the key terms of which are described below,
represents a total enterprise value of €7.45 billion (based on the stock
market value and foreign exchange rates on the date the exclusive
negotiations were entered into with Telefonica), corresponding to a
2014 estimated EBITDA multiple of 10×. The closing of the transaction
is subject to certain conditions, including the approval by the relevant
regulatory authorities, and is expected to occur during the second quarter
of 2015.
Cash proceeds
at the completion date
€4.66 billion subject to the sale price adjustment, based, among other things, on exceptional changes in net working
capital, GVT’s bank debt (approximately €480 million), as well as certain restatements as contractually defined
by the parties, at the completion date of the sale. Depending on these adjustments and the actual numbers as of
the completion date, the amount of cash consideration paid, may be increased or decreased. Moreover, the cash
proceeds, net of adjustments, will also be decreased by any applicable taxes related to the sale, currently estimated at
approximately €500 million. The net sale price is estimated at approximately €3.75 billion.
Consideration shares
7.4% interest in Telefonica Brasil (VIVO/GVT) and 5.7% interest (8.3% voting rights) in Telecom Italia.
Financing
Capital increase at Vivo to fund cash proceeds, guaranteed by Telefonica.
Conditions precedent
Completion of the transaction is subject to obtaining approvals from ANATEL (
Agência Nacional de Telecomunicações
)
and CADE (
Conselho Administrativo de Defesa Econômica
) in Brazil, and other conditions customary in this type of
transaction.
Commitments given
Limited representations and warranties.
Liquidity
With respect to Vivendi’s interest in the combined VIVO/GVT entity:
p
p
maximum 180 day lock-up period starting as from the completion date of the transaction; and
p
p
tag-along rights.
Governance
No specific governance rights in VIVO/GVT and Telecom Italia.
As from the third quarter of 2014, given the expected closing date of this transaction, GVT was presented in the Consolidated Statement of Earnings, the
Statement of Cash Flows and in Statement of Financial Position of Vivendi as a discontinued operation.
1.1.4.
Sale of Maroc Telecom group
On May 14, 2014, pursuant to the agreements entered into on
November 4, 2013, Vivendi sold its 53% interest in Maroc Telecom to
Etisalat and received €4,138 million in cash proceeds from the sale
after a contractual price adjustment (-€49 million). On the same date,
Vivendi deconsolidated Maroc Telecom and recorded a capital gain of
€786 million (before taxes and net of costs related to the sale), which
is presented under “Earnings from discontinued operations” in 2014.
The agreements, which are described in Note 3.3 to the Consolidated
Financial Statements for the year ended December 31, 2014, contained
representations and warranties customary to this type of transaction.
1.1.5.
Canal+ Group
■
■
Broadcasting rights for sport events
In 2014, Canal+ Group was awarded broadcasting rights to the following
sport events:
p
p
the French Professional Soccer League 1, for four seasons (2016/2017
to 2019/2020): the two premium lots for an aggregate amount of
€2,160 million (or €540 million per season); and
p
p
the Champions League for three seasons (2015/2016 to 2017/2018).
On January 14, 2014, Canal+ Group was awarded broadcasting rights
for the National French Rugby Championship “TOP 14” for five seasons
(2014/2015 to 2018/2019). These exclusive rights related to all of the
“TOP 14” matches across all media and all territories in which the
Canal+ Group operates. On July 30, 2014, the French Competition
Authority suspended the agreement between Canal+ Group and the
National Rugby League as from the 2015/2016 season and ruled
that a new call for tenders should be organized for the four seasons
(2015/2016 to 2018/2019). Following to this call for tenders carried out
in December 2014 and January 2015, Canal+ Group secured exclusive
rights related to all of the “TOP 14” matches. These rights, which include
all seven games on each match day, play-off games, as well as the
Jour
de Rugby
show, cover seasons 2015/2016 to 2018/2019.
■
■
Acquisitions by Canal+ Overseas
On February 13, 2014, following approval from the French Competition
Authority, Canal+ Overseas completed its acquisition of a 51% interest in
Mediaserv, an overseas telecom operator.
On October 28, 2014, Canal+ Overseas acquired a majority interest in
Thema, a company specializing in the distribution of general, thematic
and ethnic television channels in France and abroad. Among other
channels, Thema broadcasts the African fiction TV channel Nollywood.
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