"Recipients". In this word lies the key to the words, discounted as long as you want but pronounced today, by the CEO of Mediobanca, Alberto Nagel, on the bank's role in the event of a counter-offer on RCS compared to the PEO launched from Cairo. It should also be underlined that the institute issued a press release this morning in which it "reserves the right to evaluate every option for the best possible valorisation of its shareholding, including maintaining it or any alternative proposals it may receive". In any case, for Mediobanca Cairo's offer for RCS is too low.
Speaking of Consob, on Friday 6 May Cairo let it be known that the supervisory body had requested more information about the offer, suspending the terms of the examination of the Prospectus, the green light for which is now expected by the end of May.
Going into detail, the information would primarily concern the absence of an industrial plan to support the offer. According to the National Commission for Companies and the Stock Exchange, no prospects for integration between the media and advertising revenues, nor cost or purchase synergies, were indicated. The absence of a business plan can be understood both on a stand-alone basis (Cairo has not made a plan with the related objectives public to date, unlike what has been done by RCS) and this makes it difficult to evaluate the value offered, and on a combined basis , i.e. a plan to extract value through synergies or otherwise. The latter, in the absence of the merger and given the possibility that Cairo will also accept a number of shares lower than 50.1%, would in any case be limited by governance (conflicts, related parties) and structural (two separate companies) complications.
Consob's doubts also concern the absence of indications on the future structures and merger and coordination/management programs of two listed groups that have different core businesses and different business models. For example, Cairo would not have provided an indication of the level of acceptance at which he would renounce the offer (50.1 is a condition he could renounce). This leaves open the possibility of purchasing a stake higher than the mandatory takeover bid level. Nor is it clear whether its eventual decision to proceed with a merger is linked to the level of acceptances or not.
The Commission then noted the insufficiency in the Prospectus of insights on the quarterly results and six/nine month outlook of Cairo Communication. Lastly, the conditions set in relation to the RCS debt may affect the debt negotiation with the banks.
Consob obviously does its part but on RCS the game remains wide open and heats up the market: even today, in a waning stock market session, the RCS share gains 2,28% in the middle of the day.
