Bertelsmann's offer of €44 a share for the remaining stake in RTL, the largest free-to-air broadcaster in Europe, is unacceptable to Alain Georges, chairman of Luxembourg-based BGL Partners.
Georges has promised to make life as difficult as possible for Bertelsmann and is confident of support from other remaining shareholders, including legal action, if needs be.
It would be a major setback to the media group's plan to delist RTL from the London, Brussels and Luxembourg stock exchanges, in preparation for floating the company in 2003 or 2004.
Last month, Bertelsmann bought Financial Times-owner Pearson's 22% stake in RTL for £1.5bn, adding it to the 67% share it already owned. Bertelsmann would be unwilling to raise the offer to minority shareholders as it would then have to increase its payments to Pearson.
Under Luxembourg law, Bertelsmann is not obliged to acquire 100% of a company and so could simply ignore the balance. However, it has made it clear it would prefer to tidy up all minority claims before it goes public.
Yesterday, Bertelsmann agreed to sell its 49% stake in AOL Europe to AOL Time Warner for £4.7bn and use the proceeds of the sale to fund the expansion of its TV and music businesses in Europe, ahead of the possible share offering.
The company's ownership is currently split 17.3% to the Mohn family, 57.6% to the Bertelsmann Foundation and 25.1% to Group Bruxelles Lambert. Its flotation, which has been mooted for several years, has become a contentious issue because the company would not be able to use shares as currency in acquisitions.
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