WSJ : Patrick Drahi to Move Altice to the Netherlands

Patrick Drahi to Move Altice to the Netherlands

Shareholders voted in favor of acquisition of Luxembourg-based telecom by Dutch subsidiary; Netherlands allows a dual-class share structure

European telecom magnate Patrick Drahi prevailed Thursday in his effort to redomicile his Altice SA company in the Netherlands, part of an attempt to cement control even as he pursues potentially dilutive acquisitions across the globe.

Shareholders overwhelmingly voted in favor of an acquisition that would see Altice, the Luxembourg-based telecommunications company controlled by Mr. Drahi, taken over by a Dutch subsidiary, according to people familiar with the matter.

Although Mr. Drahi’s success in securing his power was assured, the move highlights how companies are flocking to the Netherlands to take advantage of one of Europe’s most flexible corporate codes.

Italy’s Agnelli family was able to maintain control of Fiat Chrysler Automobiles NV when it switched its domicile to the Netherlands last year. Pharmaceutical firm Mylan N.V. fended off a bid by Israeli rival Teva Pharmaceutical Industries Ltd. last month after it moved to the Netherlands, where it instituted a poison-pill-like takeover device, along with other management-friendly ploys.

For Mr. Drahi’s purposes, the Netherlands is one of the few spots in Europe where companies can set up a dual-class share structure, assigning different voting rights to different classes of shares. The resulting structure means that the billionaire, who owns 58.5% of the stock of his company, would have 92% of the company’s voting power.

Altice has grown rapidly since its public offering in January 2014 as Mr. Drahi has amassed cable companies and combined them with mobile operators, undercutting rivals that sell them separately. It has spent more than $40 billion on acquisitions in France, Portugal and the U.S. over the past 18 months, according to Dealogic. So far, the strategy has been popular with investors, with Altice shares up some 427% in Amsterdam since the IPO.

But some minority shareholders are concerned about Mr. Drahi’s power grab.

“We do not want to create situations where companies are indeed put into a position that they are not accountable for their actions,” said Rogier Snijdewind, an adviser at Dutch pension fund manager PGGM who attended the shareholder meeting on Thursday. “That is what we fear will happen to Altice.”

A regulatory filing by Altice explained that the new share structure will “provide greater flexibility for financing and corporate transactions.” It allows Mr. Drahi and other major shareholders to “put in place appropriate tools to pursue a value-enhancing strategy without diluting voting control.” In practice, Altice can now fund takeovers with equity without diluting Mr. Drahi’s voting power.

A spokesman for Altice said Patrick Drahi’s track record as a successful telecoms investor over the past 20 years is a key part of the company’s story. He said the new structure would reinforce corporate governance as it applied equally to all shareholders and not just the management.

Some investors in the Netherlands are particularly concerned about the influx of foreign companies seeking to take advantage of lax corporate governance rules, where companies aren't legally required to comply but must explain to shareholders why they are deviating from the country’s corporate governance code. The system, known as “comply or explain,” is popular in several European countries, including the U.K.

For example, of its eight board members, only two will be independent. The rest will be Altice executives, including Mr. Drahi, who will serve as president. The Dutch corporate governance code requires a majority of board members to be independent.

The chairman of Altice’s board, Jurgen van Breukelen, will also chair its audit committee, another deviation from the code.

Mr. Drahi also has an agreement with each of the shareholding board members, and some other shareholders, that they must vote in favor of all his proposals for a period of 30 years. He is also entitled to what is known as “negative control” over the board, which means that he is allowed to cast a number of votes equal to all other board members.

Paul Cronheim, an Amsterdam-based lawyer with the Dutch law firm De Brauw Blackstone Westbroek, said that “in general, some of these newcomers are very creative, and introduce innovative governance structures. It remains to be seen if they will stand up in court if challenged.”

>>> Italy PM met Vivendi chairman over Telecom Italia - govt source

Italy PM met Vivendi chairman over Telecom Italia - govt source

ROME, Aug 6 (Reuters) - Italian Prime Minister Matteo Renzi met Vivendi VIV.PA Chairman Vincent Bollore on Thursday to discuss the French media group's investment in Italy's largest phone company Telecom Italia TLIT.MI, an Italian government source said.

Renzi's aide Andrea Guerra was also present at the meeting, according to the source. No more details were immediately available.

Telecom Italia's board meets on Thursday to approve its first-half results.

In June, Vivendi raised its stake in Telecom Italia to 14.9 percent, replacing Telefonica TEF.MC as its biggest shareholder and gaining a foothold in a country it said had significant growth prospects.

WWD : 5 Brands Refreshing Men’s Denim

With the rise of the men’s ath-leisure trend — the NPD Group said U.S. sales of activewear were up 6 percent in the first quarter of this year — the common narrative is that denim is what’s taking the hit.


While that’s true to a certain extent — NPD also found sales within the men’s denim category were down by 2 percent from last year in the same time frame — it hasn’t stopped brands from entering the market.

“It’s never really a good time to launch a denim brand, but we just felt like consumers are always looking for something new,” said Casey Egan, who cofounded Deconstructed Indigo Garments, a men’s and women’s denim line, in 2014. “No matter what trend comes through, denim will always have a place. We just want to challenge people to think differently about the way they wear it.”

Egan’s line joins four other men’s denim brands that are hoping to refresh the category by offering interesting washes, special details and new silhouettes that move beyond the skinny jean.


RON HERMAN

Ron Herman, who owns Ron Herman stores in California and Japan, admits the denim category is crowded.

“Of course the market is saturated, but there’s always room for good product,” he said.

That’s why Herman launched his own line of jeans in 2012. The collection was originally designed by denim veteran Simon Miller, but now Brian Kaneda, who also serves as a buyer for Ron Herman boutiques, designs the assortment. Herman told WWD that he initially only had plans to sell it in his stores, but the line has since been picked up by retailers including Mr Porter and Le Bon Marche, which installed a Ron Herman pop-up late last year.

The California-inspired collection, which retails from $270 to $1,200, is made in Los Angeles from Japanese fabrics. Each season the fits remain the same – a tapered, slim and straight leg – but washes and details provide a point of difference.

Classic five-pocket straight-leg styles made from Japanese selvedge fabric are updated with intricate stitched patchwork detailing and a slim style is coated with clear resin to create a 3-D effect.

“We have to inspire customers to shop,” said Herman. “But I’m not trying to make a fashion statement.”


DECONSTRUCTED INDIGO GARMENTS

Deconstructed Indigo Garments cofounder Casey Egan, who launched the Melbourne-based brand with actress Ella Rose Foord in 2014, thought there was a hole in the men’s market for heritage denim with innovative tailoring. The designer, who previously worked at Levi’s in the U.S. and Wrangler in Australia, also noticed men making their own changes to denim.

“They were tailoring them and changing them and working on a new leg or cutting the leg in,” said Egan. “We wanted to offer those shapes in premium fabrics.”

The brand, which also produces women’s, manufacturers its jeans in China using Japanese fabrics. Egan plays with proportion and offers silhouettes such as a drop-crotch tapered style and a cropped, slightly flared model. “I personally want to wear looser garments and the cropped jean looks great with a boot,” said Egan.

The line, which retails from $190 to $290, is sold on the brand’s e-commerce site and features 10 sku’s across women’s and men’s, but Egan plans to double that with more tops and knits next season.


FRAME

Frame has created buzz in the women’s market with fashion-driven pieces and celebrity collaborations with model Karlie Kloss and photographers Inez van Lamsweerde & Vinoodh Matadin. Now, founders Jens Grede and Erik Torstensson want to create a similar excitement in men’s wear.

“We started the women’s line because we felt like denim was no longer a fashion item, but for men it’s more about the concept of style rather than fashion,” said Grede, who added that men’s product currently makes up 5 percent of the business, a figure he expects to grow to 30 percent over the next couple of years. “We’re not pushing the envelope on classic men’s styles. We are just making small tweaks that modernize the fit.”

The men’s line launched in 2014 with one style and 11 washes. Now the collection, which retails from $200 to $220, features two silhouettes in a variety of washes. Grede said the brand will introduce denim jackets, shirts, cashmere sweaters and T-shirts in later seasons.

To further push its vision for men’s, Frame recently tapped actor Matt Dillon to front the brand’s first celebrity men’s campaign.


R13

This New York-based brand started with women’s and men’s in 2009, but took a short hiatus from the men’s collection before reentering the category last year. R13‘s designer, who prefers to remain anonymous, admitted that he was initially hesitant about moving back into men’s, but said the current mood within the market swayed him.

“I just felt like guys all kind want the same thing and they look like clones of each other,” said the designer. “But men’s wear is shifting very fast and we’ve launched at the right time when guys want something different. We are looking at this as a growth vehicle.”

R13 jeans, which are sold on the brand’s recently launched e-commerce site along with retailers including Barneys New York and TheCorner.com, are designed in New York City and made in Italy from Japanese fabrics. The line, which retails from $350 to $450, includes new denim silhouettes such as the Boy fit, which features a tapered leg with a drop crotch, and the Skate, which has a fuller thigh.

“Men’s wear will slowly shift,” said the designer, “and these pant shapes will become a regular thing.”


SIMON MILLER

Creative directors Jake Sargent and Daniel Corrigan, who were nominated for a CFDA/Vogue Fashion Fund last year, joined Simon Miller’s eponymous label in 2011. Up until now the designers, who are inspired by Japanese textiles and indigo dyeing, have focused on washes, but for spring 2016 they will introduce a new fit for the first time.

“We have a narrow and slim fit, but we are working on something wider,” said Sargent. “It’s a much more fashion-forward silhouette.”

The current collection, which is made in Los Angeles, includes T-shirts, outerwear and shirts along with washed Japanese selvedge denim that’s tinted or distressed. The line is priced from $250 to $350 and is sold at retailers including Steven Alan and Barneys.

Corrigan said that its customers aren’t looking for trendy items, but rather pieces with strong details.

“Men across the board are much more driven by product details and product knowledge,” said Corrigan. “Our best-selling product tends to be our most special product. Whenever we try to strip things down, it doesn’t work.”

(BFW) *DEUTSCHE TELEKOM MAY CONSIDER DEAL FOR OTE GREEK GOVT STAKE


BN 08/06 12:45 *DEUTSCHE TELEKOM EXPECTS FFC TO PUBLISH AUCTION RULES SOON
BN 08/06 12:45 *`THERE MAY COME ON OPPORTUNITY' IN GREECE, HOETTGES SAYS
BN 08/06 12:45 *DEUTSCHE TELEKOM MAY CONSIDER DEAL FOR OTE GREEK GOVT STAKE

*DEUTSCHE TELEKOM MAY CONSIDER DEAL FOR OTE GREEK GOVT STAKE
2015-08-06 12:45:54.138 GMT

--BENJAMIN DOW

-0- Aug/06/2015 12:45 GMT

>>> US Gapping down

Gapping down
In reaction to disappointing earnings/guidance: GMCR -30.4%, SQNM -20.6%, RYN -16.4%, APRI -15.4%, FIT -10.4%, PTX -10%, INOV -9.2%, TSLA -7.1%, SGY -6.4%, HABT -5.7%, CLNE -5.6%, TNK -5%, FNGN -4.9%, MELI -4.8%, SGMO -4.8%, GDDY -4%, ALDR -3.9%, JAZZ -3.8%, AREX -3.8%, FOXA -3.7%, ARNA -3.5%, FOLD -3.5%, PDLI -3.1%, ICPT -3.1%,GERN -3%, SUNE -2.5%, FGL -2.4%, AERI -2.3%, CTL -2.2%, COUP -1.8%, BBEP -1.6%, GOGO -1.6%, ECHO -1.5%, SAFT -1.4%, AGO -1.2%, AXAS -1.2%, JGW -1.1%, RDUS -1.1%, MMS -1%, CBS -0.9%, MRIN -0.9%, TCON -0.9%, PMT -0.8%, IAG -0.8%

Other news: RYN -16.4% (entered into $550 mln of new credit facilities; co also reported earnings), NRZ -3.3% (rescheduled Q2 earnings release and conference call to August 10, 2015 prior to the open), IMS -2.5% (announces secondary public offering of 20 mln shares of its common stock by selling shareholders), COUP -1.8% (announced that Mir Aamir will resign as CFO and be appointed COO, effective once the search for a replacement CFO has concluded; co also reported earnings), MPW -1.6% (prices offering of 25,000,000 shares of common stock at a public offering price of $12.25 per share), SCAI -1.3% (announces a secondary public offering)

Analyst comments: SHPG -0.7% (downgraded to Neutral at Exane BNP Paribas)