Generali, Del Vecchio-Caltagirone pact

Shareholders ‘agreement between Delfin di Del Vecchio and over a dozen companies of the Caltagirone group on approximately 10.95% of the share capital of Generali “in view of the shareholders’ meeting which will be called, among other things, to approve the financial statements for the year 2021 and to renew the board of directors “. The announcement came after purchases of securities carried out in parallel with determination and constancy in recent years and continued until recent days by the Italian entrepreneurs Leonardo Del Vecchio and Francesco Gaetano Caltagirone, who have come to hold significant stakes in Generali (respectively 5.002 % and 5.946%, entirely contributed to the pact) and now formalize an alliance that appears to have a strong say in the appointment of the Leo board, whose full renewal is expected with the budget meeting of April 2022.

The move of the two entrepreneurs – both among the richest men in Italy and in the world and by now for fifteen years stable shareholders of the company’s shareholding structure, as well as for much less time both shareholders also of Piazzetta Cuccia with 18.9 % and 3% – appears full of possible implications (perhaps also technical-legal) and foreshadows a clear contrast with Mediobanca (the first shareholder of the company with 13%) on the choice of future helmsmen of the Lion. The dispute sees Piazzetta Cuccia lined up in favor of confirming the current leaders: the CEO Philippe Donnet whose results are more than satisfied and who has been working on the new plan for some months, and the president Gabriele Galateri di Genola.

Conversely, the Caltagirone-Del Vecchio combination – which with the decision to create the consultation pact seems to openly attest to a common vision, so far not so clear – would be due to a clear discontinuity with respect to the current board, from the top to the individual directors. The underlying reasons, however, have not been publicly declared, nor has an alternative vision been specified with respect to the future of the company. With the shareholders’ agreement, a note generically states, the two parties “have agreed to consult in order to better weigh their respective autonomous interests with respect to a more profitable and effective management of Assicurazioni Generali, based on the technological modernization of the core business, strategy of the company, as well as its growth in an open, transparent, contestable market logic ».

The clash on whether or not to confirm Donnet and consequently on the future strategies of the Lion that will be written in the new plan will be open as early as next week (the meeting of the Generali nominations committee is scheduled for 14 or 15 September) and will arrive therefore in the meeting of the board of 27 September, called to examine the procedure for the definition of the possible list of candidates by the board itself in view of the renewal of the administrative body. The board list is considered “the best possible solution” by Mediobanca, which had voted together with all the important shareholders and the market to include this option in the statute of the Leone and is said in favor of “a market solution” where the the initiative is in the hands of «the board of directors which represents 100% of the shareholders and not other lists». In the vote on the board list and in favor of the reconfirmation of Donnet (who in recent days expressed his will to stay in Galateri), piazzetta Cuccia should probably collect the majority of the votes on the board of Generali.

At that point, we will see if the Del Vecchio-Caltagirone duo will decide to present their own list or if they could be satisfied with obtaining the definition of a general manager. It will also be necessary to verify whether the rules make it possible to present a list of the board and one of only some of the shareholders represented on the board, in addition to the minority list presented as usual by the funds belonging to Assogestioni. It will also be interesting to keep an eye on the market reaction to today’s news from next Monday, which could imply poor visibility on the company’s future strategies and governance in the months between now and the meeting.

Returning to the technical details of the agreement, the agreement is “relevant” pursuant to the Consolidated Law on Finance (TUF) as it is aimed at establishing “obligations of prior consultation for the exercise of the right to vote”. In particular, the agreement provides for the commitment to “consult each other on the matters on the agenda of the meeting, with particular reference to the appointment of the new board of directors” of Leone, without prejudice to “full autonomy with respect to the decisions to be made. to assume in view of and during the meeting, including as regards the exercise of the right to vote “. The new shareholders’ agreement expressly excludes, however, commitments regarding the exercise of joint control over the company and forms of influence on management. Its effectiveness will cease “at the end of the meeting’s work”.

(with source Askanews)

Source: RSS Economia by

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