Vivendi Completes Spin-Off Of Canal+, Havas And Louis Hachette

Deal Overview

On December 18, Vivendi SE (OTC ADR: VIVHY, $6.80, Euronext Paris: VIV, €2.51; Market Capitalization: OTC ADR: $7.0 billion, Euronext Paris: VIV, €2.6 billion) announced the completion of the spin-off of Canal+ (CAN), Havas (HAVAS), and the Louis Hachette Group (ALHG; which includes a 66.53% stake in Lagardere and 100% of Prisma Media). The shares of these three companies began regular-way trading on the London Stock Exchange, Euronext Amsterdam, and Euronext Growth Paris, respectively. Vivendi SE shares on Euronext Paris opened at €2.53, made an intraday high of €2.61, a low of €2.49, before closing at €2.59. Canal+ shares opened at £2.19, made an intraday high of £2.32, a low of £2.07, before closing at £2.31. Havas shares opened at €1.69, made an intraday high of €1.70, a low of €1.52, before closing at €1.59. Louis Hachette shares opened at an intraday high of €1.41, made a low of €1.33, before closing at €1.35.

Earlier on October 29, 2024, Vivendi’s Supervisory Board had approved the reorganization plan. The shares of these three companies began If and When Delivered trading on December 16, 2024. To participate in the spin-off allocation, investors were required to buy Vivendi shares by December 13, 2024. Following which, each Vivendi shareholder received one Canal+ share, one Havas share, and one Louis Hachette share while retaining a Vivendi share.

On December 16, 2024, Havas had virtually zero net debt. Canal+ had a net debt of approximately €400 million, of which €255 million was related to its investment in MultiChoice since April 8, 2024. Louis Hachette Group has no debt of its own while Vivendi has a net debt of €1.9 billion (after deduction of the €540 million loan granted to Lagardere in June 2024).

Earlier, on December 13, 2023, Vivendi announced that it is studying the feasibility of splitting into multiple listed entities structured around Canal+, Havas, and publishing and distribution company (including Lagardere and Prisma Media). According to management, these firms continue to experience a significant growth in an international context marked by numerous investment opportunities. The separation would ensure that value is delivered to all entities associated with the Group. It would facilitate the establishment of independent entities, each equipped with the necessary personnel and financial flexibility, allowing them to pursue their strategic growth objectives independently.

Banque Hottinguer, BNP Paribas, Evercore, Lazard, and Societe Generale served as Coordinators for the Spin-off project. Goldman Sachs Bank Europe SE, HSBC, and Natixis were the joint Lead Financial Advisors to Vivendi SE. Bank of America, Barclays, BNP Paribas, CIC, Citi, Credit Agricole CIB, and Morgan Stanley were the Co-Financial Advisors. Banco Santander, Commerzbank, Intesa Sanpaolo, J.P. Morgan, and Mizuho Securities were the other Financial Advisors. Cabinet Bompoint, Cleary Gottlieb Steen & Hamilton LLP, and Gide Loyrette Nouel were the legal advisers to Vivendi.

Deal Rationale

Since Universal Music Group’s distribution and listing in 2021, Vivendi has been subject to a significant conglomerate discount, resulting in a notable decrease in valuation and limiting its capacity to execute external growth initiatives for its subsidiaries. Management believes that this steep discount is unwarranted given the robust growth opportunities experienced by its group companies, such as Canal+ Group, Havas, and Lagardère. These companies are experiencing favorable investment environments.

In a proposal presented to the Supervisory Board on December 13, 2023, Vivendi’s Management Board recommended exploring the possibility of splitting the company into various entities, each to be listed on the stock market, in order to unlock the full development potential of its activities.

The group has spin-off Canal+, Havas, and Louis Hachette Group SA (Lagardere + Prisma Media). Each of these entities has become independent and listed on stock exchanges. Following the reorganization, Vivendi would continue to be a listed company, supporting its subsidiaries’ growth and managing investments.

Following the Spin-Off, Canal+, Havas, and Louis Hachette Group will have the capacity to independently allocate their capital to address their specific market dynamics, optimize their respective capital structure in an effort to drive profitable growth and pursue their strategic objectives, including through acquisitions and other growth opportunities.

Canal+ and Havas are listed on stock exchanges (London Stock Exchange for Canal+ and Euronext Amsterdam for Havas) deemed to be attractive for long-term international investors and best suited to match each company’s business needs and geographic footprint.

Other Transactions

On June 9, 2023, Vivendi announced that it had received approval from the European Commission to proceed with its proposed merger with Lagardère group, provided that Vivendi fulfilled two commitments: selling 100% of Editis’ share capital and selling Gala magazine. On November 21, 2023, Vivendi confirmed the completion of the transaction with Lagardère group, following the sale of Editis’ entire issued share capital to International Media Invest on November 14, 2023, and the sale of Gala magazine to Groupe Figaro on November 21, 2023.

Company Description

Vivendi SE (Parent)

Vivendi SE, founded in 1853 and headquartered in Paris, France, operates as an entertainment, media, and communication company across Europe, the US, Asia, and Africa. It engages in Music, Television, Video Games, Telecommunications, and Publishing, with divisions including Canal+ Group, Lagardere, Havas, Prisma Media, Gameloft, Vivendi Village, New Initiatives, and Generosity and Solidarity. As of December 31, 2023, Vivendi had 72,958 employees.

Canal+ SA (Spin-Off)

Canal+ SA is a prominent European media firm mostly involved in television industry. The division’s extensive portfolio of television channels catering to a wide range of interests and demographics. It’s has expanded into online streaming with services like myCANAL, so subscribers can access the content. Canal+ Group has about 26.4 million subscribers in almost 50 countries.

Havas NV (Spin-Off)

Havas NV is a leading international advertising and communications firm that delivers diverse marketing and communication solutions to clients across different sectors worldwide. Offerings traditional advertising, digital marketing, media planning and purchasing, public relations, brand advisory, experiential marketing, and more.

Louis Hachette Group SA (Spin-Off)

Louis Hachette Group SA is managing Lagardere and Prisma Media business. Lagardere focuses primarily on publishing books, encompassing a wide variety of genres including literature, education, and illustrated books. Prisma Media, on the other hand, is a major magazine publisher in France, offering an extensive range of print and digital titles covering news, lifestyle, entertainment, and fashion.