Restructuring on an unprecedented scale

In a major strategic maneuver, Vivendi has announced, with the approval of its supervisory board, a partial asset contribution operation that will see the Vivendi group split into four distinct entities: Canal+, Havas N.V., Louis Hachette Group, and Vivendi SE. This reorganization, subject to the partial demerger regime, requires shareholder approval at the next Annual General Meeting, to be held on December 9. If the project is approved, shareholders will receive one share in each of the three entities for each share held, while retaining their stake in Vivendi.

This organizational and financial turnaround is intended to erase the holding discount from which Vivendi claims to be struggling, notably by enabling the various listed entities to be better valued on the financial markets. After Universal Music Group 's IPO in 2021, Vivendi saw its valuation fall. The conglomerate suffers from a lack of synergy between its activities, which restricts growth prospects for each of the entities it owns. Today, the entertainment group has a market capitalization of 10.4 billion euros.

A trio of entities with distinct financial perspectives

However, each of the three entities will be listed on a different stock exchange. Canal+ will be listed on the London Stock Exchange, in line with its international scope, but also as part of its merger with MultiChoice. Depending on the success of the group's offer in Africa, Canal+ may also consider a secondary listing on the Johannesburg Stock Exchange.

The Havas advertising group is to head for Amsterdam. Operating mainly internationally, it will be listed on Euronext Amsterdam as a joint-stock company under Dutch law (NV). This choice of a Dutch legal structure will guarantee the Group's independence, as well as multiple voting rights for shareholders invested for the long term.

Finally, Louis Hachette Group will remain in Paris, in line with Lagardère S.A.'s listing. LHG will combine the 66.53% stake in Lagardère with 100% of Prisma Media. The current Vivendi SE (comprising a portfolio of holdings including Universal Music Group, Telecom Italia and the mobile video game company Gameloft) will also remain on Euronext Paris.

The three entities will also have different financial structures. Louis Hachette Group emerges with no financial debt of its own, as does Havas, which has virtually no net debt, signaling its solid financial health prior to their separation. Canal+, meanwhile, will retain a net debt of 400 million euros, including 255 million linked to its investment in MultiChoice since April 2024. Finally, Vivendi will have net debt of 1.9 billion euros, after deducting the 540 million euro loan granted to Lagardère in June 2024.

Governance will be marked by both continuity and renewal. Yannick Bolloré and Arnaud de Puyfontaine will retain their key roles at Vivendi, while taking on additional responsibilities at Canal+ and Havas. Maxime Saada and Jean-Christophe Thiery will continue to run Canal+ and take over the reins of Louis Hachette Group, guaranteeing a smooth transition coupled with experienced management.

A split that does not meet with unanimous approval

It should be noted that the activist fund CIAM, which holds a stake of less than 1% in Vivendi, has appealed to the Autorité des Marchés Financiers (AMF) to oppose the proposed demerger of the group. CIAM points to the potential infringement of minority shareholders' rights, as the selected stock exchanges are deemed less protective of these rights. Indeed, the fund explains that the common feature of the three stock exchanges - London, Amsterdam and Euronext Growth Paris - is that they allow exemptions from the rules governing public offers, particularly when the 30% threshold is crossed or exceeded.

The fund therefore threatens to strongly oppose the plan at the shareholder vote scheduled for December 9, arguing that the demerger would enable the Bolloré group to "strip Vivendi of its core assets while strengthening its control over Canal+, Havas and Louis Hachette Group without having to launch a public offer".