PARIS (dpa-AFX) - French cable and telecommunications company Altice (ATCV.OB), through its subsidiary Altice France, and Numericable-SFR announced that they have entered into the final agreements with Vivendi regarding the acquisition of the 20% stake French media and music company Vivendi (VIVEF.PK) owns in Numericable-SFR, for a price of 40 euros per share, following the approval by Vivendi's Supervisory Board of their offer dated February 17th, 2015.
Numericable-SFR will acquire half of Vivendi's stake through a share buyback program which will be submitted to a vote at the shareholders' meeting of Numericable-SFR. The remainder of the Vivendi's stake will be acquired by Altice France at the same time, with a payment to be made no later than April 7th 2016 and subject to an interest of 3.8% per annum.
The payment by Altice France of approximately 1.948 billion euros plus interest of 3.8% per annum has been secured by a bank guarantee.
The closing of this transaction is expected to occur in the days following the next shareholders' meeting of Numericable-SFR, which will be held no later than April 30th 2015.
This transaction will in particular result in the termination of the shareholders' agreement and the call options agreements entered into between Altice France and Vivendi in connection with the SFR acquisition.
Upon this transaction, Altice France's stake in the share capital and voting rights of Numericable-SFR will increase from 60.4% to 70.4% (i.e. 78% excluding treasury shares held by Numericable-SFR).
In case of non-completion of the transaction, for reasons other than administrative or judicial or attributable to Vivendi, Altice S.A. will pay a break-up fee of EUR 120 million to Vivendi.
In separately, Numericable-SFR said that payment of the purchase price by Numericable-SFR, i.e., approximately 1.948 billion euros, will be financed with its resources and with drawings under its existing revolving credit facility, the maximum amount of which was raised from 750 million euros to 1 billion euros, Numericable-SFR has reserved the right to apply all or part of this amount for this transaction.
Vivendi will pay to Numericable-SFR a purchase price adjustment in the amount of 116 million euros according to the purchase price adjustment provisions contained in the agreements related to the SFR acquisition;
Vivendi permanently waives the 750 million euros earn-out that Numericable-SFR would have owed Vivendi if it achieved an EBITDA - Capex of at least 2 billion euros in one single fiscal year by 31 December 2024.
Last week, Vivendi announced that it received a binding offer from Altice and Numericable-SFR on February 17 for the acquisition of its 20 percent stake in Numericable-SFR at a price of 40 euros per share. This represents a total amount of approximately 3.9 billion euros.
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© 2015 AFX News
