* Two bids for Maroc Telecom stake being considered
* After Maroc, focus turns to SFR, Activision cash-source
* Annual shareholder meeting at 1330 GMT
* Bollore's view is key as biggest shareholder
By Leila Abboud and Sophie Sassard
PARIS/LONDON, April 30 A year into a strategic revamp, Vivendi is inching closer to its first sale which is expected to be the catalyst for deeper change at the telecom-to-media conglomerate and for its leaders.
Vivendi is evaluating two bids from Gulf telecom operators Etisalat and Ooredoo for its 53 percent stake in Maroc Telecom.
It is expected to discuss the offers with shareholders at an annual general meeting later on Tuesday and could announce exclusive talks with a bidder soon.
Next, the French group's chairman Jean-Rene Fourtou and its largest shareholder Vincent Bollore will have to tackle the major obstacle to their vision for a media-focused company: what to do about its largest business SFR, France's second-biggest mobile carrier.
Over time, Vivendi wants to reduce exposure to telecoms, which now deliver 60 percent of operating profit, to concentrate instead on media businesses, which include pay-TV in France, music, and video games.
Vivendi will first seek to stabilise SFR's profit, under pressure from a low-cost rival, and will name Jean-Yves Charlier, now in charge of telecom strategy, as SFR boss in the coming weeks, according to a person familiar with the matter.
But the question of whether to split off SFR into a separate company or seek a sale to a non-French buyer is likely to take longer for Fourtou and Bollore to thrash out.
In the meantime, Vivendi will negotiate with the management of its video games subsidiary Activision Blizzard to recover via a buyback or special dividend a part of the $4.4 billion in cash that is sitting on the games maker's balance sheet, the person said.
At his first board meeting, Bollore argued against an SFR tie-up with French cable operator Numericable, which was presented by Charlier, according to a second person familiar with the group, arguing that SFR's profits should be stabilised before a sale.
"Bollore's message has really been: take your time, there is no urgency, and don't unload assets at any price," said the first person. "He acts as if he will be here as a shareholder for 10 years and sees things from a long-term point of view."
Bollore, who became a shareholder in Vivendi when he sold it two TV channels last year, is expected to become chairman possibly next year and before the end of Fourtou's mandate in 2016.
The tycoon, who made his name as a corporate raider in ad agency Havas and industrial group Vallourec, owns 5 percent of Vivendi now worth 1.13 billion euros.
A Vivendi spokesman said that changes to the group's leadership "would be made by the board when the time was right."
TO SPLIT OR NOT?
The sale of Maroc Telecom - likely to take months because the kingdom of Morocco must approve the buyer - could raise 4.1-4.5 billion euros, not the 5 billion euros ($6.6 billion)Vivendi had once aimed for, according to two people briefed on the deal.
The sale and the Activision cash would help Vivendi reduce debt which was 13.4 billion euros at the end of 2012.
Barclays analyst Julien Roch sees two options for the Maroc Telecom proceeds: Vivendi could buy back shares to return 2 billion euros to investors and use the rest to pay down debt, or it could move ahead with the SFR split.
"With the debt and the tax credit at the holding level, we believe it would be easier to spin out Activision, Canal+, GVT and Universal Music Group than SFR," Roch wrote in a note.
People familiar with Vivendi's deliberations say the board has not yet decided whether to pursue the split. There would be major issues in how to divide the debt between the old and new companies, how to handle bondholders, tax implications, and what type of shares current equity holders would be given.
"It's not at all certain that Vivendi will do the split," said the first person.
A third person close to the group said other options for SFR would be network-sharing deals with French rivals to reduce costs, focusing for several years on fixing the business before looking for a buyer outside France, or even a public share sale.
The Numericable deal also could be revived if the cable group does an initial public offering because it would set a market value for the asset, a sticking point in earlier talks, the person said.
"As long as Vivendi owns SFR it will remain a conglomerate in telecom and media," said the first person. "The strategy of focusing on media makes little sense without finding a solution on SFR."