French media group Vivendi, the parent company of SFR, and Altice Group, the majority owner of domestic broadband provider Numericable, have announced today that they have signed a definitive merger agreement covering the tie-up of their respective subsidiaries, following the successful completion of negotiations with the Employee Works Councils. According to a joint press release, Vivendi will receive EUR13.5 billion (USD18.36 billion), excluding adjustments, and will retain a 20% stake in the newly merged business entity, which it could sell at a later stage after a one year lock-up period. It will also receive an earn-out of EUR750 million depending on the future financial performance of the new group, if EBITDA-CAPEX value is at least equal to EUR2 billion during one fiscal year. The closing of the deal is subject to certain conditions, in particular obtaining approval from the relevant administrative authorities.
As previously reported by TeleGeography’s CommsUpdate, on 5 April 2014 Vivendi’s Supervisory Board accepted a takeover offer for SFR from cable group Numericable. Vivendi noted that its board also reviewed offers from rival bidder Bouygues, but unanimously selected the Altice/Numericable deal as it offered ‘the highest growth potential, generating the highest value for its customers, employees and shareholders, while best meeting Vivendi’s objectives.’ The Altice group agreed to take a 60% controlling stake in the combined entity SFR-Numericable, to be publicly listed in France with a free float of 20% alongside Vivendi’s 20% share.