PIAZZA AFFARI BELIEVES IN THE TAKEOVER OFFER ON CAMFIN +7,8. HOURGLASS AND BONOMI SHORTEN THE PIRELLI CHAIN
There are no doubts: the market is betting on the takeover bid on Camfin. The share of the listed Pirelli safe is in fact in full effervescence in terms of price (+7,81%) and volumes, confirming that the conclusion of the negotiations between Marco Tronchetti Provera and the Clessidra and Investindustrial funds is now a matter of days. In this regard, it has been confirmed that the private individuals of Claudio Sposito and Andrea Bonomi have been granted exclusivity on the deal until mid-December.
But how will the understanding develop? After the long discussion between the parties over the weekend, it was agreed to skip the so-called phase 1, which envisaged the establishment of a newco to work alongside Mtp Sapa, Tronchetti's safe, into which Clessidra and Investindustrial could enter in view of a takeover Gpi control, other box at Camfin head. A cumbersome solution with uncertain times, also considering the obvious opposition of the Malacalzas (members of the Gpi control union until next July) to allow any change in the balance.
Hence the change of plans: Marco Tronchetti Provera will participate in the already approved GPI capital increase (45 million). In the meantime, the Clessidra and investindustrial funds will develop a chain-shortening scheme to be submitted to the Malacalzas as well. The project envisages a takeover bid by Gpi on Camfin with a subsequent merger between Gpi, Camfin and the newco which will serve as a vehicle for the operation. . The two funds will enter the newco with the aim of bringing the reference shareholder (ie Gpi-Camfin) directly into Pirelli.
At the end of the operation, the Tronchetti family could dispose of 5-6% of Pirelli or exit earlier by selling the shares in the takeover bid Camfin. The Malacalzas could remain in the Bicocca shareholding together with the private funds. Marco Tronchetti Provera will remain at the helm of the group for an already predefined time with the faculty of being able to have a right of first choice on the new shareholders at the time of the exit of the private companies.
Will the operation work? Malacalza's response was not long in coming. Responding to reporters on the sidelines of a conference in Lerici, Vittorio Malacalza said: “The Latins used to say pacta servanda sunt: pacts must be respected and I have respected them for 50 years. I deal only with those who respect the agreements'. And to the reporters who pressed him on the subject, the Genoese entrepreneur continued: "I'm not answering about Pirelli but I'll add another thing: there are those who understand first, those who understand later and those who never understand".
In short, peace, if ever there will be, seems far away. With what consequences?
a) Malacalza, with an approximately 26,5% stake in Camfin (direct participation and through Gpi), does not have a shareholding sufficient to veto any extraordinary operations, for which at least a third of the capital is required. But the shareholder is still part of the syndicate pact, which can only be denounced in January and which will only expire in July. In essence, the Malacalza family has significant veto power.
b) Wall-to-wall confrontation doesn't seem reasonable, as well as very expensive for everyone. Malacalza does not have the numbers on paper to be able to scratch the blocking majority that Tronchetti has in Gpi (which among other things has already approved the capital increase under discussion by majority) and in Camfin itself. A compromise solution, therefore, seems to be in the logic of things.
c) Malacalza would like to clarify that he will not negotiate with Tronchetti. But once the GPI takeover bid on Camfin has been carried out, the main interlocutors will be Clessidra and Investindustrial. In short, the negotiation can at least begin. Even if the road remains uphill. Apart from the shares, Marco Tronchetti Provera will still be at the head of Bicocca in the near future (with the full consent of international investors). An indigestible prospect for the Malacalzas who continue to ask for shares and not money as a dowry for a divorce which, however it ends up, will not be painless for the former allies.
