The TIM Board of Directors met today, chaired by Arnaud de Puyfontaine, to examine and approve by a majority the binding term sheet for the creation of a joint venture with Canal+.
The purpose of the joint venture is to design and implement the premium video content offer that TIM will offer its customers to speed up the development of fibre connectivity.
“With this transaction, TIM is taking an important step forward in the strategy of convergence between telecommunications and media”, commented TIM’s Chief Executive Officer, Amos Genish. “The joint venture with Canal+ will in fact allow us to seize new opportunities for growth in a market undergoing continuous evolution through a commercial offer of fibre connectivity combined with premium video content.”
The joint venture will see TIM hold a 60% stake and Canal+ 40%. The Chief Executive Officer will be chosen from the TIM-appointed directors within a board of directors made up of 5 members (3 appointed by TIM and 2 by Canal+), who have a professional profile in line with the initiative.
The transaction will be a transaction with a related party, since Canal+ International S.A.S. is a subsidiary of Vivendi S.A., which Consob has categorised as the de facto controller of TIM: specifically, it is a transaction of lesser importance, based on the parameters set out in the applicable Consob Regulation. As such, it has been approved by the Control and Risk Committee, by a majority vote, with the justified vote against of two directors; on the other hand, the Committee was unanimous in expressing the view that the future transactions of the joint venture should be considered TIM transactions, for the purposes of the application of the Company procedure for performing transactions with related parties.
The Board of Directors has also started its review of
- the measure issued by the Presidency of the Council of Ministers on 28 September 2017, regarding notification pursuant to art. 2 of the “Golden Power” decree and
- the decree of 16 October 2017, exercising the special powers pursuant to art. 1 of this Golden Power decree.
The Board of Directors reserved the right to examine in greater depth the effects of the decisions taken by the government, and, in particular, the initiatives to be taken to comply with the prescriptions imposed regarding wholly owned subsidiaries TIM Sparkle and Telsy, as well as TIM itself. In this regard, TIM fully shares the government’s worries concerning the protection of security and national defence, and with respect to these needs it intends, irrespective of any further evaluation in legal terms, to engage in all useful discussions with a spirit of full collaboration.
It is pointed out that TIM, Sparkle and Telsy have a period of 90 days to inform the Presidency of the Council of Ministers of the measures adopted to comply with these prescriptions.
Rome, 20 October 2017