Hitachi wants compensation from Consob. The sum has not yet been quantified, but the request is contained in the appeal to the Lazio Regional Administrative Court against the Commission, Amber Capital and Bluebell Partners, with which the Japanese company requested the annulment of the Consob resolution which raised it from 9,50 euros at 9,899 euro the price of the takeover bid on Ansaldo Sts.
According to Hitachi, Consob "unexpectedly recognized between Hitachi and Finmeccanica a 'community of intent' aimed at transferring a part of the consideration relating to the acquisition of the equity investment (in Ansaldo Sts, ed.) in the acquisition transaction of the business branch (Ansaldo Breda , ed), in order to pay Finmeccanica an additional price component actually attributable to the investment. The measure shows little familiarity on the part of Consob with negotiating practices; emblematic in this sense is having ascribed a value, which moreover represents a merely negotiating position within the negotiations, to the 'greater value attributed to the business unit', meaning by this the 'price' of the same asset: it is clear however that 'value' and 'price' are not elements which, by their intrinsic nature, can be compared”.
The claim for damages has yet to be quantified because “the present appeal – explains Hitachi – is formulated without having yet been able to access the documents of the proceedings, requested on February 8, 2016, and – at present – not yet permitted. Consequently, Hitachi reserves the right to propose additional reasons once it has had the opportunity to examine all the documentation.
As for the merits of the application for annulment of the Consob resolution ("subject to suspension and adoption of monocratic precautionary measures"), Hitachi maintains that "Finmeccanica structured the procedure right from the start through a rigid separation, both structural and temporal, of the negotiations on the two assets in order to 'isolate' the negotiation and determination of the price” of Ansaldo Breda “with respect to the determination of the price of the investment” in Ansaldo Sts.
“This structure – underlines Hitachi – was also endorsed by Consob to which Finmeccanica had illustrated the general lines of the procedure on 29 January 2015 (before the start of negotiations). Basically, even if the two assignments were part of a single transaction, Finmeccanica organized the procedure strictly separating, as indeed admitted by Consob, the discussions and negotiations of the two negotiations, so that the parties started the negotiation of the binding agreements concerning each transaction as a separate transaction, in the documents of the proceedings".
Since the beginning of the procedure, "on the basis of the valuation methods used - continues the appeal -, Hitachi has gradually raised the price proposed to Finmeccanica for the purchase of the equity investment, going from an initial offer of 9,40 euro to that final balance of 9,65 euros”, equal to 9,50 euros net of the payment of dividends”.
Meanwhile, the Lazio Regional Administrative Court, according to what has been learned, has summoned Hitachi, Amber Capital, Bluebell Partners and Consob today for a hearing on the request for suspension of the Consob provision made by Hitachi and on the suspension of the offer period on Ansaldo Sts requested by Amber. At the end of the hearing, the publication by the Court of a monocratic decree is expected.
