Vivendi to Abstain from Telecom Italia Share Conversion Vote

Vivendi SA said Friday it will abstain from voting on Telecom Italia SpA share conversion plan at next week's shareholders meeting—a move that could kill the plan altogether.

Telecom Italia's board last month proposed a share conversion that, if approved, would convert Telecom Italia's savings shares—which have no voting rights and command a lower price—into ordinary stock, which have voting rights.

As part of the plan, all shareholders would get diluted by about 30% and Telecom Italia would get €500 million ($549.8 million) in cash.

Vivendi, currently Telecom Italia's largest shareholder, would see its stake go from the current 20% to about 13%, should the plan pass.

"Vivendi questions the fairness of the proposed conversion ratio," the French company said in a statement.

Yet analysts have long touted a conversion of the nonvoting shares as a way for Telecom Italia to simplify its corporate structure.

Telecom Italia said Friday that the total share capital registered to the general meeting is 55.6% so far. The proposal would need a two-thirds majority of votes in favor to pass so, considering the current share capital registered at the meeting, it would need the approval of Vivendi.

Vivendi's move represents the opening salvo in a weekend of negotiations between Telecom Italia's key shareholders ahead of a shareholder meeting on Dec. 15.

The French firm proposed two resolutions of its own at the meeting: to increase the company's board to 17 members from 13, and to name four members of the Italian company's board.

The four members are Arnaud de Puyfontaine, Sté phane Roussel, Hervé Philippe and Fé licité Herzog.

But several proxy advisory firms have recommended their clients to vote against such proposals as they would reduce the independence of the board and would make it too large without a reasonable justification.

Responding to some of the concerns expressed by investors, Vivendi said its four chosen board members should "act in the sole interest of [Telecom Italia] and all its shareholders."

The French group currently has no representatives on the company's board.

Write to Nick Kostov at [e-mail] and Manuela Mesco at [e-mail]

(END) Dow Jones Newswires

December 11, 2015 18:35 ET (23:35 GMT)

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