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Note 25. Litigation
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campaign carried out against it by Telefonica. On May 28, 2013,
Telefonica appealed the Court’s decision to the 5th Chamber of Private
Law of the Court of Justice of the State of São Paulo.
On September 18, 2014, within the framework of agreements entered into
between Vivendi and Telefonica concerning the sale of GVT, the parties
agreed to end this dispute without payment to either side. Pending the
conclusion of this settlement transaction (which is to be signed on the
day of the closing of the sale of GVT), the case has been suspended.
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. On December 17, 2014, the Rio de Janeiro Court of Appeal
overturned the lower court’s decision and authorized the provision of
the abovementioned information solely to the arbitral tribunal, denying
Dynamo access to the information.
Hedging-Griffo against Vivendi
On September 4, 2012, the Hedging-Griffo funds filed a complaint against
Vivendi before the Arbitration Chamber of the Bovespa (São Paulo Stock
Exchange) seeking to obtain damages for losses they allegedly incurred
due to the conditions under which Vivendi completed the acquisition of
GVT in 2009. On December 16, 2013, the arbitral tribunal was constituted
and the plaintiffs submitted their initial briefs. The Hedging-Griffo
funds demanded compensation for the difference between the price at
which they sold their GVT shares on the market and 125% of the price
paid by Vivendi in connection with the tender offer for the GVT shares,
pursuant to the “poison pill” provision in GVT’s bylaws. Vivendi believes
that the decision taken by the Hedging-Griffo funds to sell their GVT
shares before the end of the stock market battle that opposed Vivendi
against Telefonica was their own decision made in the context of their
management of these funds and can in no way be attributable to Vivendi.
It also denies any application of the bylaw provision mentioned above, as
it was waived by a GVT General Shareholders’ Meeting in the event of an
acquisition by Vivendi or Telefonica.
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