Vivendi ready to drop request to replace Telecom Italia board members

[March 29, 2019]   By Agnieszka Flak , Elvira Pollina and Stephen Jewkes

ROZZANO, Italy (Reuters) - Telecom Italia's top shareholder Vivendi is ready to abandon its request to replace five board members at the Italian phone group if other shareholders agree, a representative for the French media group said on Friday.

Vivendi and U.S. activist fund Elliott have been trading blows for over a year over how to revive Telecom Italia (TIM), a slumbering telecoms heavyweight saddled with more than 25 billion euros ($28 billion) of debt.

Vivendi was seeking to replace TIM Chairman Fulvio Conti and four other Elliott-appointed directors at a shareholder meeting on Friday, citing "substantial lack of independence" and accusing them of conspiring to fire former CEO Amos Genish.

But in a move signaling a willingness to work on a possible truce the top investor offered to withdraw its motion.

"We have decided to not pursue today with our proposal to revoke and replace five board members provided that this has the support of this shareholder meeting," Caroline Le Masne De Chermont, Vivendi's head of legal affairs, told the TIM shareholder meeting.

TIM shares rose more than 3 percent.

Elliott wrested control of TIM's board last May after accusing Vivendi of looking after its own interests and calling for a more radical shake-up of the telecoms group.

An escalating war of words has wiped a third of the value of TIM shares in the last year. It also led to the replacement of Genish, a Vivendi ally, with Luigi Gubitosi, formerly a board director from the Elliott camp.

"Vivendi wishes that TIM's board be more reflective of the company shareholder base and be led in an independent, transparent and inclusive manner," Le Masne De Chermont added.

Graphic: TIM's share performance since January 2018 - https://tmsnrt.rs/2WsvGzN

Vivendi was widely expected to lose the vote, with three influential proxy advisers urging shareholders to vote against the proposal at the AGM, citing Vivendi's own poor governance track record.

But beyond the vote, shareholders are more interested in signs the two rivals are finally ready to bury the hatchet and allow management to push through measures to slash debt, tackle competition and pursue strategic options to boost value.

A Telecom Italia tower is pictured in Rome, Italy, in this April 9 2016 file photo. REUTERS/Alessandro Bianchi/Files

"TIM can ill afford any further delays in fixing its operational issues," said Emanuele Vizzini, general manager at Milan-based investment fund Investitori Sgr.

Graphic: TIM's 2-year total return compared to peers - https://tmsnrt.rs/2V2D0lo

CEO Gubitosi said on Friday many investors shared his conviction that TIM shareholders needed to overcome their differences so that "TIM can again become a normal company".

TIM has underperformed its European peers for years, it is facing new rivals in both broadband and mobile, and its Brazilian business is only gradually recovering from economic malaise.

In his first three-year strategy plan unveiled last month, Gubitosi pledged to accelerate cost cutting, cut debt and grow core profits from next year.

State lender Cassa Depositi e Prestiti (CDP), which recently raised its stake to become TIM's second biggest investor, could act as a power broker between the two rivals, whose battle has unnerved investors and government alike.

Sources familiar with the matter said the different sides were open to finding some sort of accord after the AGM.

A truce between Vivendi and Elliott could speed up the creation of a single broadband operator in Italy through the merger of TIM's copper and fiber network with smaller rival Open Fiber, a project backed by the CDP but which has been one of the main bones of contention between the two rivals.

"I hope to see some signs of a ceasefire at the AGM that would allow management to finally operate," Vizzini added.

(Reporting by Agnieszka Flak and Elvira Pollina; Editing by Alexandra Hudson and Elaine Hardcastle)

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