They went to court last week, but before the Bouygues and Maxwell lawyers could have a field day, both sides got what they wanted. Bouygues retained control of France’s most successful national network TF1, while Maxwell finally cut out for good.
Just as everyone was waiting to see whether Bouygues would be able to stop British media magnate Robert Maxwell’s sale of a 10% stake in TF1 to American investment bank Goldman Sachs & Co., the two sides announced they had come to an agreement.
Later in the day, a Bouygues spokeswoman said that Goldman Sachs had sold 2,100,000 shares at 290 francs per share, in a deal worth 609 million francs ($122 million). The buyers were named as Credit Lyonnais, Societe Generate, Indosuez and Worms – all banks that are allies of Bouygues. A spokesman for Goldman Sachs confirmed the deal but said his company had not published any figures connected to the sale.
Credit Lyonnais now becomes the second largest shareholder with some 7.8%, according to a bank spokesman. The agreement ended two weeks of uncertainty and acrimonious exchanges over the fate of Maxwell’s shares in TF1. And it left people wondering who had bluffed whom.
“The only thing you can be sure about in this affair is that Goldman Sachs didn’t lose money” was how one veteran tv industrite summed up the situation last week. “The banks may have bought the stock, but they must be getting something from Bouygues in return,” opined another.
Maxwell first stirred things up on Jan. 25 when he officially confirmed to his partners his intention to quit TF1 by selling all or most of his 12% shareholding. Under the terms of a network agreement, the original group of TF1 shareholders who bought the web in 1987 had a three-month first option on the Maxwell stock. Bouygues was the exception as he already controlled the legal maximum, 25%.
Maxwell’s 12% came on top of a further 5.9% being sold by the insurance group GMF. That meant that too much TF1 stock was on the market for Bouygues’ liking. He feared that an outsider, possibly the cash-rich Chargeurs group, might start buying and seize control of the web. Nevertheless, Bouygues had three months to sort out the problem – or so he thought.
On Feb. 4, Maxwell sold 10% to Goldman Sachs and Bouygues hit the roof. Bouygues said the deal was illegal and sought to block it in a Paris court. Maxwell replied that he had offered the stock to the so-called core shareholders and none of them had wanted it. This was not suprising, said most stockbrokers, who believe that at anywhere around 290 francs, the TF1 price is overvalued.
The fact remains that the French banks did eventually step in and purchase the 10%. The most obvious reason is that Bouygues probably made some highly persuasive phone calls in support of this course of action. If the stock is not worth the reported price, the conclusion that some people in Paris are making is that Bouygues will compensate the banks. Just how is not clear.
As for Maxwell, he has his hands on the cash that his debt-burdened group so urgently needs. He certainly hasn’t made money on the TF1 experience. Maxwell bought into the network at 285 francs. On the other hand, the situation might have been worse.
One Machiavellian scenario being bandied around the Paris stock exchange is that Robert Maxwell sold to Goldman Sachs to force Bouygues’ hand. The theory continues that if none of the core shareholders had bought his shares within the three-month preferential period, stock prices would have fallen well below 285 francs. By selling to Goldman Sachs, Maxwell made Bouygues act rather than risk losing control of such a large portion of the network’s stock.
And then of course, there is the theory that says Bouygues outsmarted Maxwell and Goldman Sachs, by threatening court action and forcing them to hand over the shares rather than risk losing a legal tussle.