The Italian Job

(This is an abstract from today’s MediaDeals newsletter.)

Telecom Italia is shaping into an exciting drama. Let’s take a look.

Telecom Italia S.p.A. (aka TIM) is the big telecom in Italy; it’s publicly traded with a €16B market cap, FY17 revenue of €19.8B (and €7.8B in EBITDA), and was formed in 1994 as a roll-up of the state telephone monopoly and several smaller publicly-owned telecoms.

Vivendi, the French media conglomerate (parent of Canal+, Universal Music Group, etc.), is pursuing a strategy to become the dominant media force in southern Europe. It owns a 29% stake in MediaSet, the Italian broadcasting conglomerate founded by former Italian prime minister Silvio Berlusconi who has returned as a leading force in conservative politics. In 2015, Vivendi began building up its 15% stake in Telecom Italia to the current 24% ownership, gaining control of two-thirds of board seats and naming the Vivendi CEO as TIM’s chairman.

Vivendi’s control has been controversial in Italy – including calls by some political figures to intervene – and with the elections last weekend showing a huge surge in support for nationalist candidates on the right (like Berlusconi) that’s unlikely to disappear. Meanwhile, TIM’s performance has been lackluster (with 1/3 of its market cap lost since 2015 and 3 CEOs over 2 years), and Vivendi has been unsuccessful in creating synergies between itself, MediaSet, and TIM as hoped. MediaSet and Berlusconi’s family office Fininvest are suing Vivendi for backing out of a €800M agreement to acquire its pay-TV division; Vivendi is trying to settle the dispute while getting MediaSet to join its proposed JV with TIM for exclusive content production and distribution to TIM customers…but that is on the rocks now as well.

Enter activist Paul Singer and his Elliott Management hedge fund ($34B AUM) which just revealed it has a stake in TIM and hopes to make changes to the board, although we’ve no details yet. Elliott blocked TIM from a merger 15 years ago. Vivendi CEO / TIM Chairman Arnaud de Puyfontaine has not talked to Elliott and says he’s not concerned about pressure to change strategy or leadership. Yesterday, however, TIM released a 3-year plan focused on digitalization with promises of increased shareholder value, plus it announced it will spin out its fixed-line division as a separate subsidiary in order to placate regulators.

Elliott’s strategy could be to improve performance by negotiating changes to management and strategy by gaining 1/3 of the board seats. Or, buying into some rumors that Vivendi ultimately sees TIM as a trading chip in global media consolidation, Elliott could try to engineer a sale of the telecom.