As expected TIM delays shareholder meeting and Vivendi moans

The TIM board met today to discuss Vivendi’s request for a shareholder meeting and decided it can wait until the end of March.

This outcome had been widely expected and Vivendi already had its public moan written in advance. “Vivendi deplores the time-wasting tactics used by the Elliott Board members of Telecom Italia (TIM) who have decided to delay until March 29 the holding of a Shareholders’ Meeting, contrary to the company’s by-laws and the Italian Civil Code,” thundered the Vivendi release.

Just to remind you, ten out of the 15 TIM board members were proposed by Elliott and five by Vivendi. There was a time when the opposite was true and Vivendi regards that time with deep longing. That’s why it wants another vote in which it hopes to regain control of the board. If it ever is successful in that respect it will, of course, be guilty of none of the self-interested behaviour it accuses Elliot of.

“These time-wasting tactics are negatively impacting TIM’s financial results every day, as is sadly reflected by the more than 40% drop in the share price since May 4, 2018,” persisted Vivendi. “These tactics constitute a genuine denial of shareholder democracy and run counter to the most basic and fundamental principles of good corporate governance.”

Here’s what TIM announced following the meeting:

In taking this decision by a majority vote, the Board of Directors considered the motivations the shareholder has given for making this request, and the company’s interest in a (single) meeting to discuss the various issues the shareholders are called to resolve on, so as to:

- facilitate the completion of the processes to approve and disclose the strategic plan, the related impairment test on goodwill and hence the financial statements, and thus

- ensure that the shareholders have a proper and adequate information set,

while also promoting the greatest possible participation in a shareholders’ meeting, in which there is likely to be a substantial confrontation on what the industrial future of the Company is to be and on the people its management should be entrusted to.

There was plenty more but you get the gist. The Elliott-dominated TIM board has to grant Vivendi’s request eventually but it doesn’t see any reason why it should be in any hurry about it. The nature of corporate shenanigans means it can’t just say “we can’t be bothered for now” so it needs to give the decision a veneer of due process. There doesn’t seem to be much Vivendi can do about it, however, so things may go quiet on this story for another couple of months.

Vivendi war with Elliott over TIM set to escalate

Ahead of a TIM board meeting today Vivendi and TIM Chairman Fulvio Conti have been publicly bitching at each other.

An unnamed Vivendi spokesperson got in touch with the Sunday Times to brief against Conti yesterday, accusing him of failing to represent all shareholders. Vivendi is a 24% shareholder in TIM and has been upset ever since it lost control of the board to activist investor Elliott last year and has consistently questioned Conti’s impartiality.

Vivendi wants another vote on the composition of the TIM board, with the apparent aim of restoring its control. TIM has been slow to grant this request, prompting Vivendi to accuse Conti of carry out ‘absurd time-wasting tactics’. “The Chairman [of Vivendi, presumably] feels he [Conti, presumably] no longer represents Telecom’s shareholders as a whole and is therefore trying to avoid a democratic vote,” the mystery Vivendi spokesperson is quoted as saying in the ST piece.

In possible anticipation of the ST piece TIM issued a rambling statement from Conti on late on Friday that he may have dictated after his first grappa of the evening. Here it is in full.

Vivendi is always able to surprise me, ascribing me powers I do not have. Truth is, I am Chairman of a Board of Directors that has a significant presence of Vivendi-appointed members (including the Vivendi CEO), along with nine members – including me – with renowned standing that have complete autonomy of judgement.  I also remind that the Vivendi-appointed Directors have, in the past, had the opportunity to hear me during Board meetings asking them not to discuss TIM matters when markets are open. Evidently, I was not clear enough.

On the specific topic, I work in the interest of all shareholders, and by respecting the shareholder with 24% I cannot neglect to take into account the remaining 76%. If Vivendi has at heart the rules of a democratic vote, it will have to await the convening of the shareholders meeting which will be deliberated by the next Board of Directors on January 14, and this shall happen in complete autonomy, respecting the Civil Code which provides for the convening of an Assembly within 30 days of the request. This call date must take into account the interests of shareholders and the interests of the company. I inform the gentlemen at Vivendi that the civil code, in contrast to what the Vivendi spokesperson said, does not provide for a specific time limit to convene the shareholders meeting, but entrusts the Board of Directors to determine a correct date to hold it appropriate for all the interests at play.

With regard to the management issue, I have not personally orchestrated anything, but acknowledged the will of the majority of the Board of Directors whose vote expresses its loss of confidence in the former CEO Amos Genish. More than the management powers that Vivendi’s spokesman attributes me, I would like to draw attention to the years in which Vivendi has led TIM compared to my full 4 days.

While all this gives telecoms hacks something to write about on a Monday morning, these public statements are aimed squarely at TIM shareholders, who Vivendi wants to push for this new vote. An announcement is expected from TIM later today and Telecoms.com understands the Telecom Italia board will look to delay a vote around the election of new board members. This will lead to further public moaning from Vivendi, so watch this space.