MILAN (Reuters) - A private equity firm led by former bankers from top Italian investment house Mediobanca has agreed a backstop worth up to 1 billion euros ($1.1 billion) to help Mediaset MS.MI ensure safe passage for its plans to create a pan-European TV player.

FILE PHOTO: The Mediaset tower is seen in Cologno Monzese neighbourhood Milan, Italy, April 7, 2016. REUTERS/Stefano Rellandini

The Italian broadcaster this month won shareholder approval for a corporate overhaul to create a Dutch-based TV platform dubbed MediaforEurope (MFE), fending off opposition from its second largest shareholder Vivendi VIV.PA.

The change is conditional on no more than 180 million euros being spent on mopping up shares of investors who want to cash out. That figure is well below the value of Vivendi’s 29% stake that could in theory, allow it to scupper the deal.

The French giant, led by media tycoon Vincent Bollore, opposes the reorganization saying the new governance strengthens the hold of Mediaset’s biggest shareholder, the family of former Italian Prime Minister Silvio Berlusconi.

The two sides are embroiled in a protracted legal battle.

On Thursday night Mediaset announced a deal with investment company Peninsula Capital giving it the right to ask the fund to buy up to 355 million shares of MFE at a discount to the withdrawal price of 2.77 euros for Mediaset, and 6.54 euros for its Spanish unit.

That move would provide the cash needed, if necessary, to buy out Vivendi. The French group has until Saturday to make up its mind on whether it wants to withdraw.

Stefano Marsaglia, one of Peninsula’s founding partners, told Reuters the company had been following Mediaset for some time.

“This is an interesting opportunity to enter at a good price in a company that was once just Italian and Spanish but that will soon be European with good upside,” he said.

Luxembourg-based Peninsula is led by Marsaglia along with two other veteran bankers Borja Prado and Javier de la Rica.

Prado, a former chairman of Spanish utility Endesa ELE.MC who helped steer the ship during the takeover by Italy's Enel ENEI.MI, sits on the board of Mediaset's Spanish unit.

Peninsula, which has managed money of Qatar sovereign fund QIA, was founded in 2015 and holds stakes in other Italian companies such as make-up group Kiko, healthcare firm Garofalo and fund manager Azimut AZMT.MI.

Under its pan-Europan plan, Mediaset and its Spanish unit Mediaset Espana TL5.MC would merge into the MFE vehicle, creating a platform for continental alliances with other broadcasters to compete with video-streaming services like Netflix NFLX.O and Amazon Prime Video AMZN.O.

“The agreement with Peninsula gives Mediaset a power to neutralize Vivendi’s withdrawal risk”, a Milan-based analyst said.

Vivendi declined to comment on the matter.

The French group has not made clear whether it is prepared to sell its holding. Doing so would translate into a loss of around 320 million euros.

At 1110 GMT Mediaset shares were up 0.2% at 2.746 euros while Mediaset Espana shares were up 0.2% at 6.188 euros.