There is no peace for Edison. In fact, the unknown Consob falls on the road to the agreement between the Italian shareholders and the giant Edf: if the market supervisory body were to force EDF to launch a takeover bid on minorities following the restructuring of the capital of Foro Buonaparte, not on the basis of the average performance of the share over the last twelve months (0,85 euro), as requested by the French, but with a prize, we would go towards a renegotiation of the proposal signed last week between the Italian shareholders gathered in Delmi and EDF. In other words, all the efforts made up to now to find an agreement would go up in smoke.
The problem is not easy to solve. Edf has complied with the law but, to complicate the picture there is the put option granted to Delmi on the 31% held in Edison; of this 75% will be exercisable in 3-5 years at fair value and 25% linked to the Ebitda multiples of comparable Italian companies, i.e. the operating results of the group. With a device of this type, the put price is in fact indefinite and, according to some analyst studies, it makes it difficult for Consob to claim to include a premium on the offer. In this regard, Consob will express its opinion by November.
The question is followed with particular anxiety in the Tassara house and, even more, by the banks (Intesa and Unicredit in the lead) creditors of Romain Zaleski's finance company, chaired by Pietro Modiano. At the end of last May an agreement was reached which provides for the extension of the terms for the repayment of 3,1 billion of debt from the end of 2011 to the end of 2013. But since then the value of the share packages held by Tassara, far from recovering points, it has in practice more than halved. And the Edison dossier, if the price of 0,85 euros per share is confirmed, could be the coup de grace: Tassara, in fact, controls 10% of Edison at a unit book value of 1,49 euros. With the transfer to the takeover bid, therefore, a capital loss of 320 million would be highlighted. La Tassara, easy to predict, will not adhere to the offer, but at that point the need to recapitalize could arise, on pain of default.
In the spring the hypothesis of an increase had been rejected by Zaleski and by Modiano himself, despite the value of the listed Italian shares guaranteeing the debt (ie Intesa San Paolo, Mps, Ubi Banca, Banca Popolare di Milano, Cattolica Assicurazioni, Edison and A2A) was now close to the figure recorded in the financial statements. In fact, Modiano had observed that «the sum of the values of the unlisted shareholdings and the illiquid listed ones, even in such a low market moment, compensates for the losses on listed securities – also taking into account the uncertainty regarding Edison and the large incorporated value in the bank".
Other times. Since then the erosion has continued: the investment in Intesa Sanpaolo (2,5%) is down by 390 million, that in Ubi (120 million on 2%). The same goes for shares in Mps and Bpm (1,99% each) or for 2,5% in A2A. Worse still, the theoretical capital gain in Eramet has decreased from 700 to 120 million. At this point it is unlikely that the ax of the new will not be triggered return plan which provides: divestment of equity investments on pre-established dates; rate hike; further more stringent conditions every six months if certain targets are not met.
The sale of the true jewel of the Zaleski house seems to be approaching: the Polish Alior Bank, which controls about 1% of the local credit market and is expected to be listed in 2012. Unless Vegas comes to the rescue by imposing a more generous takeover bid on Edf. But in that case the agreements will have to be re-discussed all over again. In short, the electric puzzle remains in the fate of Zaleski who made headlines ten years ago for his role in the takeover of Montedison in support of EDF, now forced to witness the latest tensions over the pax electrica.
