KKR & Co. is setting the stage for a battle of control at Italy’s biggest phone company with a 10.8 billion-euro ($12.2 billion) bid pitting the U.S. private-equity fund against France’s Vivendi SE.

Vivendi, the largest shareholder in Telecom Italia SpA, is unlikely to support KKR’s 50.5 euro cent per-share offer, which it views as too low, according to people with direct knowledge of the situation.

Instead, the company controlled by billionaire Vincent Bollore is going on the offensive by seeking to oust Telecom Italia Chief Executive Officer Luigi Gubitosi at a board meeting this week. Vivendi suspects KKR may have been invited by Gubitosi, with whom Vivendi has repeatedly clashed, said the people, who asked not to be identified discussing private deliberations.

The deal, if successful, would rank as one of the biggest transactions in the telecommunications industry this year and would be among the largest purchases ever in the European sector by a private equity firm. KKR is attracted to Telecom Italia’s fixed network, which the former monopoly has gradually upgraded from copper to high-speed fiber.

But Gubitosi’s drive to boost premium services has failed to reverse a precipitous decline in Telecom Italia’s shares, and he’s been under mounting pressure from Vivendi to accelerate a turnaround ever since he issued a surprise profit warning last month.

The Italian company’s internal nomination committee has hired executive search specialist Spencer Stuart Inc to look for possible candidates to replace Gubitosi and other top Telecom Italia managers, with the aim of building a potential succession plan that could please all shareholders including Vivendi, people familiar with the situation said.

KKR’s preliminary cash offer, announced over the weekend, is “non-binding and indicative,” Telecom Italia’s board said in a statement Sunday after meeting to consider the proposal.

Telecom Italia board members called a new meeting to discuss company strategies on Nov. 26, people familiar with the matter said. At that meeting, Vivendi could seek to replace Gubitosi, the people said.

Telecom Italia’s Brazil unit CEO Pietro Labriola is seen as a possible internal replacement, as is Chief Revenue Officer Stefano Siragusa, according to the people. External candidates include Aldo Bisio, who heads Vodafone Group Group PLC’s Italian unit, they said.

Labriola, Bisio and Siragusa weren’t immediately available for comment. A representative for Vodafone declined to comment.

A spokesman for Vivendi in Paris reiterated that the company is and has always been a long-term shareholder in Telecom Italia and that it will continue working closely with Italian authorities to assure its success. The representative declined to comment further on the bid.

The French company’s 24% stake in Telecom Italia was acquired at an average cost of 1.03 euros, Bloomberg Intelligence analyst Erhan Gurses wrote in a note before the board statement, saying that may create an “insurmountable obstacle.”

In a statement following the board meeting, the government led by Mario Draghi said the interest from KKR is “good news” for the country, but noted that it will ultimately be up to the market to assess the quality of the bid. Rome said it will carefully review any plan affecting Telecom Italia’s network and will create a special group to monitor the offer.

The government’s “encouraging” reaction shows concerns about Telecom Italia’s ability to deliver on residential fiber to the premises (FTTP) plans, Jefferies analyst Jerry Dellis wrote in a note, adding that KKR’s approach illustrates buyout firms’ ambition and ability to seize on public-market value opportunities in the telecommunications sector.

KKR’s move underscores governance problems at the Italian company, the worst-performing stock in the FTSE MIB Index in the past six months, said the person familiar with Vivendi’s likely objections. These problems range from bad handling of profit warnings, a lack of strategic vision and an incapacity to find solutions for the company’s network, the person said.

Gubitosi’s strategy to revive earnings has focused on trying to sell more expensive subscription packages that bundle fiber broadband with streaming, video gaming and mobile connections. The company last month reported third-quarter earnings slightly below analyst estimates and lowered its targets through 2023.