MILAN – The Pirelli tires will speak Chinese. Sunday night was signed the agreement for the entry of the chemical giant ChemChina in the industry leader of the tires and that will bring the group controlled by the Beijing government to hold the majority of the Italian company. An agreement for the number one Bicocca, Marco Tronchetti Provera, “represents a great opportunity for Pirelli.” The manager responds to the criticisms made of the operation of trade unions claiming that “the approach to business and the strategic vision” of Chinese partners “ensure the development and stability of Pirelli.”
The note with which Camfin (the box which owns 26.2% of Pirelli and is owned by Italian shareholders – Tronchetti Provera in head, with Intesa and Unicredit – and the Russians to Rosneft) confirms that the system had emerged in recent days. Among the changes, a check constraint Italianness company: to be able to move the headquarters and determine “the transfer to a third party’s intellectual property Pirelli” will require a reinforced majority that exceeds 90% of the capital.
Complex technical passages. First, Camfin will sell its stake in Pirelli in a newly created company (a ‘newco’), owned by the Chinese, re-investing part of the proceeds received. This transaction confirms the price of 15 euro per share, which means a total of 1.9 billion. To ensure the necessary funding will be JP Morgan and is expected to close this first step, subject to customary approvals, the summer 2015.
In the newly formed company, Camfin will reinvest part of the proceeds of the sale of its 26 , 2%, reaching a maximum of 49.9% of the capital. ChemChina will be to “control and consolidate” the ‘newco’, not ever going down below 50.1%.
Next, we will proceed to the delisting of the Pirelli, that the intention should go back to being listed within four years: a parenthesis to facilitate the transformation and in any case the direction of the operation will be in the hands of Troncheti Provera. The new company intends to launch a mandatory tender offer € 15 per share on the remaining share capital of Pirelli. Also provided a voluntary tender offer on savings shares, more than 15 euro, with the goal of achieving at least 30% of the share savings to delist.
Following the transaction, if the adhesion Bid will be at the maximum level, ChemChina would find 65% of the new company, with the current shareholders to 35% (22.4% divided between Italians and 12.6% in Rosneft). But it remains the conditional: there are strong minority shareholders that could block the operation, beginning with the family Malacalza which with its 7% have a “veto power” to delisting (which is triggered automatically when it reaches 95% of a listed company). The Ligurian have already said they do not want to join immediately takeover bid.
In any case, if the transaction were to be successful and Pirelli saluting Business Plaza, there would also be a change of governance: 16 councilors (from the current 15), eight of them to appoint ChemChina and eight to the appointment of members Russians and Italians. In case of discrepancies, the weight would be greater Asia since the president has given a vote ‘double’ if the board is split in half. As expected, shareholders engage in a lock-up of five years on the actions of the ‘newco’: ChemChina will not sell the securities, unless within the limit of 14.9% (provided that does not fall in the minority) and subjecting the counterparts the choice of the new investors.
From the industrial point of view, the agreement also provides the expected evolution in the field of industrial tires: these will be integrated with the company listed Aeolus, owned by ChemChina, for “double volumes of business “of trucks and tractors” from about 6 million to 12 million tires. ” One way to ‘lighten’ the rest of Bicocca, which should recur investors focused on the most profitable high-end car.
No comments:
Post a Comment