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TIM board slaps down Vivendi moans

It took the TIM board a few days to respond to a bunch of accusations thrown at it by Vivendi, but the result was pretty comprehensive.

At the start of the week we reported that the battle between French conglomerate Vivendi and activist investor Elliott for control of Italian operator group TIM had degenerated to the point of resembling an acrimonious custody battle. The latest initiative from Vivendi was to accuse the TIM board of bad behaviour and state that this was the result of it being dominated by Elliott nominees.

That same board has now responded, laying out six Vivendi accusations and addressing each one at considerable length. We’re not going to lie to you, dear reader, the response is far from being a riveting read. But such is our devotion to duty here at Telecoms.com that we’ve digested the essence so you don’t have to. Italics denotes a direct copy from the document and regular font denotes our summaries of the TIM response.

Essentially, according to shareholder Vivendi and Mr de Puyfontaine, the Board is alleged to have:

(i) executed an unwarranted impairment test process which allegedly resulted in an equally unwarranted writedown of goodwill for a grand total of 2 billion euros in the interim report on operations at 30 September 2018;

  • The reasons for this have already been published and the process was signed off by loads of expert third parties. Furthermore the decision was overwhelmingly approved by the board, including Amos Genish.

(ii) utilised the circumstances that led to the impairment to revoke the powers assigned to Mr Amos Genish;

  • He was doing a rubbish job and there’s loads of evidence to prove it.

(iii) breached the rules of governance in the process that led to the aforementioned revocation;

  • He was doing such a rubbish job that we couldn’t waste any time in replacing him as CEO.

(iv) breached the rules of governance in the process whereby powers were attributed to Mr Luigi Gubitosi;

  • See previous answer.

(v) breached the current regulations on the occasion of Vivendi’s request for a TIM shareholders’ meeting to be called to:

(a) appoint the external auditors for the period 2019-2027;

(b) revoke the mandates of five directors, in the persons of Fulvio Conti, Alfredo Altavilla, Massimo Ferrari, Dante Roscini and Paola Giannotti de Ponti, and

(c) appoint five Directors, in the persons of Franco Bernabè, Rob van der Valk, Flavia Mazzarella, Gabriele Galateri di Genola and Francesco Vatalaro, to replace those whose mandates were revoked;

  • We already addressed this. Everything was done by the book and loads of experts will back us up on that.

(vi) breached current law on the occasion of the announcement to the market of preliminary 2018 results below the consensus and prudent estimates for the first half of 2019, allegedly thus causing a fall in the share price, as well as a loss of trust among investors.

  • On the contrary the law obliged us to make that announcement.

The response concludes by noting, as it was bound to, that Vivendi’s accusations are groundless and everything the board’s actions have been exemplary and beyond reproach. Vivendi can’t have expected anything else, but at least it forced the board to explain itself fully ahead of the shareholder meeting at the end of this month. It will presumably spend the intervening time picking holes in it.


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