The new shareholders' agreement between Edf, A2A and Delmi will contain governance rights for Delmi to protect its investment, with particular regard to related parties. Find confirmation of the news that the next president of the Foro Buonaparte company will be Italian. On the contrary, there are no veto rights over management.
Here are some of the innovations that emerge from the agreement unanimously approved yesterday evening by the A2A management board which thus mandated the general manager to close the deal with EDF by the end of November.
The final agreement for the industrial part It provides:
a) the demerger of Edipower following which A2A will receive the hydroelectric plants of Mese and Udine.
b) Edf will acquire from A2A the Gissi plant, the thermoelectric plants and the run-of-river plant in Tusciano.
Furthermore, it is foreseen:
a) Three-year call option in favor of Delmi on Edison's wind farms, payable in Edison shares.
b) Call option in favor of Delmi on minority interests in hydroelectric plants in Trento and Bolzano.
c) A2A's willingness to negotiate gas procurement contracts with Edison in order to "create industrial synergies".
d) Option in favor of Edison on the Scandale plant.
Financially the agreement provides:
- The demerger of Transalpina di Energia (box in which Edison's majority was contained) in two: in the end Edf will have 50%, Delmi 31%.
- The put option on all the shares held by Delmi in Edison. For 75% of the package, the right to sell over 3-5 years will be calculated on Edison's fair value: for the remaining 25%, the price will be calculated on Edison's EBITDA and a multiple deriving from a sample of Italian companies comparable.
- The new shareholders' agreement will contain principles of governance to protect Delmi (especially in relation to contracts between related parties). The new president will be Italian.
Edison thus enters the orbit of Edf. Delmi, controlled by A2A and Iren, focuses on renewable energy. And, above all, the shareholders of the Italian holding, thanks to the requisites of the put, will be able to avoid highlighting the capital loss with respect to the carrying values of Edison shares in their respective financial statements.
Furthermore, for a few years, Delmi will continue to have a presence in Edison "benefiting - says the press release - from the company's improved industrial base and prospects". In fact, the new Edison with the Edf license plate "will see a significant increase in its electricity generation capacity from combined-cycle gas-fired plants".
Too bad the profits will go to Paris.
