A rogue shareholder in Vivendi is believed to have recruited Deutsche Bank and Bank of America to back his €39bn (£27bn) break-up bid for the French media and telecoms group.
The two banks have reportedly pledged €19bn in funding to Sebastian Holdings, a private equity firm owned by Norwegian businessman Alexander Vik, which has a stake of just under 5% in Vivendi.
One source close to the Vik camp said Vivendi's most prized assets, mobile phone operator SFR and pay-TV group Canal Plus, would be better off under the control of their minority shareholders.
Vodafone has a 44% stake in SFR, while Lagardère, the French magazine-to-missiles conglomerate, owns 20% of Canal Plus France. "Both of Vivendi's key assets have other shareholders who are probably better owners of those businesses," said the source.
The financing, set out in a 13-page document delivered to the Vivendi board on May 13, is dependent on a recommendation by the group's board.
However, that backing is unlikely to be forthcoming after Vivendi directors dismissed it out of hand last week as "unserious". Deutsche Bank and Bank of America declined to comment yesterday.
It is understood that Mr Vik's proposal, which values Vivendi at €39bn - €29bn in cash, with €19bn provided by the two banks and the rest in shares in SFR Holdings - would be listed on the Euronext exchange in Paris.
Vivendi's remaining assets, which include the market-leading Universal Music Group and a minority stake in NBC Universal, owner of the NBC broadcasting network, would be folded into a separate holding company.
The Vivendi board, headed by chief executive Jean-Bernard Lévy and chairman Jean-René Fourtou, reportedly met Mr Vik and his associates, Iranian businessman Amir Jahanchahi and banker Benoit Jamar, three times in as many months.
But it turned down Sebastian's plans to split off Canal Plus and accused the buy-out fund of failing to mention Maroc Telecom, worth €7bn. It also told Mr Vik that his plan ignored a tax credit for Vivendi worth €3.8bn until 2010, if it retained SFR and Canal Plus. Mr Lévy has been reassured by Lagardère and US private equity group Blackstone - both said to support Sebastian - that they are playing no role in the proposed transaction.
A buy-out of Vivendi would raise the prospect of Vodafone finally being able to gain control of SFR, which became one of the most heavily trailed takeover scenarios in the telecoms sector after Vodafone failed to acquire SFR four years ago.
SFR uses some of Vodafone's marketing and branding. It has launched a Vodafone Live portal - though it is branded as Vodafone Live from SFR - but has more autonomy than other parts of the mobile phone company's European empire. SFR is not signed up to Vodafone's recent pledge to reduce the cost of international roaming by 40% in time for next summer.
Recent speculation has it that Mr Vik wants the support of Vodafone in his attempt to acquire Vivendi. Vodafone is not, however, believed to have been approached directly by the rebel shareholder. The mobile phone operator is interested in buying out SFR, but understood to be wary of the potential extent of the debt with which SFR Holdings may be saddled, amid reports that it will be €9bn. As a result, Mr Vik may have his work cut out persuading Vodafone to get involved.
Vivendi is a cautionary tale of corporate hubris, having been brought to the brink of collapse by Jean-Marie Messier, its former chief executive. He created Vivendi Universal in 2000 by merging the Seagram empire's Universal music and film assets with Vivendi, a utility group-turned nascent media conglomerate. Within two years it had spent its way to near-bankruptcy, forcing the resignation of Mr Messier and a mass disposal of assets.